Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35366 | |
Entity Registrant Name | Fortress Biotech, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5157386 | |
Entity Address, Address Line One | 2 Gansevoort Street, 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10014 | |
City Area Code | 781 | |
Local Phone Number | 652-4500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001429260 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | FBIO | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 93,702,861 | |
9.375% Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock | |
Trading Symbol | FBIOP | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 3,427,138 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 218,389 | $ 136,858 |
Accounts receivable (net of allowance for doubtful accounts of $147 and $100 at September 30, 2020 and December 31, 2019, respectively) | 15,653 | 13,539 |
Inventory | 1,052 | 857 |
Other receivables - related party | 939 | 865 |
Prepaid expenses and other current assets | 1,704 | 4,133 |
Total current assets | 237,737 | 156,252 |
Property and equipment, net | 12,114 | 12,433 |
Operating lease right-of-use asset, net | 20,265 | 21,480 |
Restricted cash | 1,645 | 16,574 |
Long-term investment, at fair value | 11,723 | 11,148 |
Intangible asset, net | 11,039 | 7,377 |
Other assets | 1,356 | 1,158 |
Total assets | 295,879 | 226,422 |
Current liabilities | ||
Accounts payable and accrued expenses | 32,542 | 35,451 |
Accounts payable and accrued expenses - related party | 19 | 0 |
Interest payable | 23 | 1,042 |
Interest payable - related party | 0 | 92 |
Notes payable, short-term | 0 | 7,220 |
Operating lease liabilities - short-term | 1,697 | 1,784 |
Derivative warrant liability | 0 | 27 |
Other current liabilities | 3,000 | 0 |
Total current liabilities | 37,281 | 45,616 |
Notes payable, long-term (net of debt discount of $8,607 and $5,086 at September 30, 2020 and December 31, 2019, respectively) | 51,393 | 77,436 |
Operating lease liabilities - long-term | 22,855 | 23,712 |
Other long-term liabilities | 8,205 | 7,126 |
Total liabilities | 119,734 | 153,890 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $.001 par value, 15,000,000 authorized, 5,000,000 designated Series A shares, 3,427,138 and 1,341,167 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively; liquidation value of $25.00 per share | 3 | 1 |
Common stock, $.001 par value, 150,000,000 shares authorized, 93,748,374 and 74,027,425 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 94 | 74 |
Common stock issuable, 5,451 and 251,337 shares as of September 30, 2020 and December 31, 2019, respectively | 18 | 500 |
Additional paid-in-capital | 574,461 | 461,874 |
Accumulated deficit | (477,465) | (436,234) |
Total stockholders' equity attributed to the Company | 97,111 | 26,215 |
Non-controlling interests | 79,034 | 46,317 |
Total stockholders' equity | 176,145 | 72,532 |
Total liabilities and stockholders' equity | $ 295,879 | $ 226,422 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | ||
Allowance for Doubtful Accounts Receivable, Current | $ 147 | $ 100 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 8,607 | $ 5,086 |
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 | 3,427,138 | 1,341,167 |
Preferred Stock, shares outstanding | 3,427,138 | 1,341,167 |
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 150,000,000 | 150,000,000 |
Common Stock, shares issued | 93,748,374 | 74,027,425 |
Common Stock, shares outstanding | 93,748,374 | 74,027,425 |
Common Stock, Shares Subscribed but Unissued | 5,451 | 251,337 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | ||||
Product revenue, net | $ 9,447 | $ 9,492 | $ 30,808 | $ 23,816 |
Revenue - related party | 28 | 280 | 1,042 | 1,683 |
Net revenue | 9,475 | 9,772 | 31,850 | 25,499 |
Operating expenses | ||||
Cost of goods sold - product revenue | 3,379 | 2,702 | 10,313 | 6,972 |
Research and development | 13,298 | 14,571 | 43,868 | 56,355 |
Research and development - licenses acquired | 458 | 700 | 2,278 | 1,350 |
General and administrative | 15,383 | 14,339 | 45,358 | 41,260 |
Total operating expenses | 32,518 | 32,312 | 101,817 | 105,937 |
Income (loss) from operations | (23,043) | (22,540) | (69,967) | (80,438) |
Other income (expense) | ||||
Interest income | 265 | 738 | 1,228 | 1,955 |
Interest expense and financing fee | (6,958) | (3,168) | (13,142) | (8,743) |
Change in fair value of derivative liability | (803) | 0 | (1,189) | 0 |
Change in fair value of investments | 575 | 0 | 575 | 0 |
Gain on deconsolidation of Caelum | 0 | 0 | 0 | 18,521 |
Total other income (expense) | (6,921) | (2,430) | (12,528) | 11,733 |
Net loss | (29,964) | (24,970) | (82,495) | (68,705) |
Less: net loss attributable to non-controlling interests | 14,417 | 12,208 | 41,264 | 44,237 |
Net loss attributable to common stockholders | $ (15,547) | $ (12,762) | $ (41,231) | $ (24,468) |
Net loss per common share - basic and diluted | $ (0.39) | $ (0.44) | $ (1.19) | $ (1.29) |
Net loss per common share attributable to non - controlling interests - basic and diluted | (0.19) | (0.21) | (0.59) | (0.83) |
Net loss per common share attributable to common stockholders - basic and diluted | $ (0.20) | $ (0.22) | $ (0.59) | $ (0.46) |
Weighted average common shares outstanding - basic and diluted | 76,093,211 | 56,856,821 | 69,404,499 | 53,060,565 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Series A Preferred Stock [Member] | Common Stock [Member] | Shares Issuable [Member] | Treasury Stock [Member] | Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interests [Member] | Total |
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 | 10,423 | 10,423 | ||||||
Issuance of restricted stock | $ 2 | (2) | ||||||
Issuance of restricted stock (in shares) | 1,842,034 | |||||||
Issuance of common stock under ESPP | 60 | 60 | ||||||
Issuance of common stock under ESPP (in shares) | 54,221 | |||||||
Issuance of subsidiaries' common shares for license expenses | (164) | 164 | ||||||
Issuance of common stock for at-the-market offering, net | $ 9 | 15,789 | 15,798 | |||||
Issuance of common stock for at-the-market offering, net (in shares) | 8,604,469 | |||||||
Preferred A dividends declared and paid | (1,773) | (1,773) | ||||||
Partner company's sale of stock, net | 61,036 | 61,036 | ||||||
Partner company's at-the-market offering, net | 29,680 | 29,680 | ||||||
Issuance of partner company warrants in conjunction with Horizon Notes | 888 | 888 | ||||||
Common shares issuable for 2017 Subordinated Note Financing interest expense | 500 | 500 | ||||||
Common shares issued for 2017 Subordinated Note Financing interest expense | $ 1 | (495) | 1,468 | 974 | ||||
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 1,330,450 | |||||||
Common shares issuable for 2019 Notes interest expense | 281 | 281 | ||||||
Common shares issued for 2019 Notes interest expense | (281) | 506 | 225 | |||||
Common shares issued for 2019 Notes interest expense (in shares) | 262,088 | |||||||
Common shares issued for Opus debt | 500 | 500 | ||||||
Common shares issued for Opus debt (in shares) | 396,825 | |||||||
Non-controlling interest in subsidiaries | (70,702) | 70,702 | ||||||
Deconsolidation of Caelum non-controlling interest | 4,849 | 4,849 | ||||||
Net loss attributable to non-controlling interest | (44,237) | (44,237) | ||||||
Net loss attributable to common stockholders | (24,468) | (24,468) | ||||||
Issuance of preferred A for at-the-market offering, net | 523 | 523 | ||||||
Issuance of preferred A for at-the-market offering, net (in shares) | 26,111 | |||||||
Write off of Partner company note receivable | (2) | (2) | ||||||
Balance at Sep. 30, 2019 | $ 1 | $ 70 | 500 | 445,966 | (420,742) | 49,205 | 75,000 | |
Balance (in shares) at Sep. 30, 2019 | 1,026,111 | 70,335,534 | ||||||
Balance at Jun. 30, 2019 | $ 1 | $ 68 | 490 | 439,295 | (407,980) | 57,946 | 89,820 | |
Balance (in shares) at Jun. 30, 2019 | 1,000,000 | 68,138,203 | ||||||
Stock-based compensation expense | 3,741 | 3,741 | ||||||
Issuance of restricted stock (in shares) | 177,292 | |||||||
Issuance of common stock for at-the-market offering, net | $ 1 | 1,930 | 1,931 | |||||
Issuance of common stock for at-the-market offering, net (in shares) | 1,213,643 | |||||||
Preferred A dividends declared and paid | (601) | (601) | ||||||
Partner company's offering, net | 52 | 52 | ||||||
Partner company's at-the-market offering, net | 3,341 | 3,341 | ||||||
Common shares issuable for 2017 Subordinated Note Financing interest expense | 500 | 500 | ||||||
Common shares issued for 2017 Subordinated Note Financing interest expense | $ 1 | (490) | 489 | |||||
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 317,804 | |||||||
Common shares issued for Opus interest expense (in shares) | 91,767 | |||||||
Common shares issuable for Opus interest expense | 165 | 165 | ||||||
Common shares issued for Opus debt | 500 | 500 | ||||||
Common shares issued for Opus debt (in shares) | 396,825 | |||||||
Non-controlling interest in subsidiaries | (3,467) | 3,467 | ||||||
Net loss attributable to non-controlling interest | (12,208) | (12,208) | ||||||
Net loss attributable to common stockholders | (12,762) | (12,762) | ||||||
Issuance of preferred A for at-the-market offering, net | 523 | 523 | ||||||
Issuance of preferred A for at-the-market offering, net (in shares) | 26,111 | |||||||
Write off of Partner company note receivable | (2) | (2) | ||||||
Balance at Sep. 30, 2019 | $ 1 | $ 70 | 500 | 445,966 | (420,742) | 49,205 | 75,000 | |
Balance (in shares) at Sep. 30, 2019 | 1,026,111 | 70,335,534 | ||||||
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 | ||||||
Stock-based compensation expense | 10,319 | 10,319 | ||||||
Issuance of common stock related to equity plans | $ 2 | (2) | ||||||
Issuance of common stock related to equity plans (in shares) | 2,307,231 | |||||||
Issuance of common stock under ESPP | 90 | 90 | ||||||
Issuance of common stock under ESPP (in shares) | 53,268 | |||||||
Issuance of common stock for at-the-market offering, net | $ 17 | 43,183 | 43,200 | |||||
Issuance of common stock for at-the-market offering, net (in shares) | 16,378,234 | |||||||
Preferred A dividends declared and paid | (4,507) | (4,507) | ||||||
Repurchase of Series A preferred stock, net | $ (70) | (2) | (72) | |||||
Repurchase of Series A preferred stock (in shares) | (5,000) | |||||||
Retirement of Series A preferred stock | $ 70 | |||||||
Retirement of Series A preferred stock | (70) | |||||||
Issuance of Series A preferred stock for cash, net | $ 2 | 35,466 | 35,468 | |||||
Issuance of Series A preferred stock for cash, net (in shares) | 2,090,971 | |||||||
Partner company's offering, net | 53,698 | 53,698 | ||||||
Partner company's at-the-market offering, net | 33,500 | 33,500 | ||||||
Partner company's preferred stock offering, net | 7,088 | 7,088 | ||||||
Partner company's dividends declared and paid | 50 | 50 | ||||||
Reclass partner company's warrants from liability to equity | 1,216 | 1,216 | ||||||
Issuance of partner company's common shares for research and development expenses | 42 | 42 | ||||||
Partner company's exercise of warrants for cash | 13 | 13 | ||||||
Partner company's ESPP | 349 | 349 | ||||||
Issuance of partner company warrants in conjunction with Horizon Notes | 0 | |||||||
Common shares issued for 2017 Subordinated Note Financing interest expense | $ 1 | (500) | 1,816 | 1,317 | ||||
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 982,216 | |||||||
Common shares issuable for service | 18 | 18 | ||||||
Issuance of warrants in conjunction with Oaktree Note | 4,419 | 4,419 | ||||||
Non-controlling interest in subsidiaries | (73,981) | 73,981 | ||||||
Net loss attributable to non-controlling interest | (41,264) | (41,264) | ||||||
Net loss attributable to common stockholders | (41,231) | (41,231) | ||||||
Balance at Sep. 30, 2020 | $ 3 | $ 94 | 18 | 574,461 | (477,465) | 79,034 | 176,145 | |
Balance (in shares) at Sep. 30, 2020 | 3,427,138 | 93,748,374 | ||||||
Balance at Jun. 30, 2020 | $ 3 | $ 86 | 813 | 521,493 | (461,918) | 56,381 | 116,858 | |
Balance (in shares) at Jun. 30, 2020 | 2,693,806 | 86,113,331 | ||||||
Stock-based compensation expense | 3,171 | 3,171 | ||||||
Issuance of common stock related to equity plans (in shares) | 268,800 | |||||||
Issuance of common stock under ESPP | 180 | 180 | ||||||
Issuance of common stock for at-the-market offering, net | $ 7 | 21,110 | 21,117 | |||||
Issuance of common stock for at-the-market offering, net (in shares) | 7,064,214 | |||||||
Preferred A dividends declared and paid | (1,719) | (1,719) | ||||||
Issuance of Series A preferred stock for cash, net | 11,965 | 11,965 | ||||||
Issuance of Series A preferred stock for cash, net (in shares) | 733,332 | |||||||
Partner company's offering, net | 18,774 | 18,774 | ||||||
Partner company's at-the-market offering, net | 23,053 | 23,053 | ||||||
Partner company's preferred stock offering, net | 7,088 | 7,088 | ||||||
Partner company's dividends declared and paid | 50 | 50 | ||||||
Reclass partner company's warrants from liability to equity | 1,216 | 1,216 | ||||||
Issuance of partner company's common shares for research and development expenses | 21 | 21 | ||||||
Common shares issued for 2017 Subordinated Note Financing interest expense | $ 1 | (500) | 810 | 311 | ||||
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 302,029 | |||||||
Write off common shares issuable for 2019 Notes interest expense | (313) | (313) | ||||||
Common shares issuable for service | 18 | 18 | ||||||
Issuance of warrants in conjunction with Oaktree Note | 4,419 | 4,419 | ||||||
Non-controlling interest in subsidiaries | (37,070) | 37,070 | ||||||
Net loss attributable to non-controlling interest | (14,417) | (14,417) | ||||||
Net loss attributable to common stockholders | (15,547) | (15,547) | ||||||
Balance at Sep. 30, 2020 | $ 3 | $ 94 | $ 18 | $ 574,461 | $ (477,465) | $ 79,034 | $ 176,145 | |
Balance (in shares) at Sep. 30, 2020 | 3,427,138 | 93,748,374 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | |||||
Net loss | $ (29,964,000) | $ (24,970,000) | $ (82,495,000) | $ (68,705,000) | |
Reconciliation of net loss to net cash used in operating activities: | |||||
Depreciation expense | 600,000 | 500,000 | 1,676,000 | 1,414,000 | |
Bad debt expense | 47,000 | 250,000 | |||
Amortization of debt discount | 5,319,000 | 2,459,000 | |||
Non-cash interest | 492,000 | 0 | |||
Amortization of product revenue license fee | 1,065,000 | 820,000 | |||
Amortization of operating lease right-of-use assets | 1,214,000 | 1,150,000 | |||
Stock-based compensation expense | 10,319,000 | 10,423,000 | |||
Issuance of partner company's common shares for research and development expenses | 42,000 | 0 | |||
Common shares issuable for 2017 Subordinated Note Financing interest expense | 0 | 500,000 | |||
Common shares issued for 2017 Subordinated Note Financing interest expense | 1,317,000 | 974,000 | |||
Common shares issuable for 2019 Notes interest expense | 0 | 281,000 | |||
Common shares issued for 2019 Notes interest expense | 0 | 225,000 | |||
Common shares issuable for service | 18,000 | 0 | |||
Change in fair value of derivative liability | 1,189,000 | 0 | |||
Change in fair value of investment | (575,000) | 0 | (575,000) | 0 | |
Gain on deconsolidation of Caelum | 0 | (18,521,000) | |||
Research and development-licenses acquired, expense | 2,236,000 | 1,350,000 | |||
Increase (decrease) in cash and cash equivalents resulting from changes in operating assets and liabilities: | |||||
Accounts receivable | (2,161,000) | 111,000 | |||
Inventory | (195,000) | (263,000) | |||
Other receivables - related party | (74,000) | 852,000 | |||
Prepaid expenses and other current assets | 2,429,000 | 1,812,000 | |||
Other assets | (198,000) | (903,000) | |||
Accounts payable and accrued expenses | (2,686,000) | (3,841,000) | |||
Accounts payable and accrued expenses - related party | 19,000 | (149,000) | |||
Interest payable | (1,019,000) | 5,000 | |||
Interest payable - related party | (92,000) | (8,000) | |||
Lease liabilities | (943,000) | (940,000) | |||
Other long-term liabilities | (140,000) | 795,000 | |||
Net cash used in operating activities | (63,196,000) | (69,909,000) | |||
Cash Flows from Investing Activities: | |||||
Purchase of research and development licenses | (3,369,000) | (850,000) | |||
Purchase of property and equipment | (1,228,000) | (1,455,000) | |||
Purchase of intangible asset | (1,000,000) | (2,400,000) | |||
Purchase of short-term investment (certificates of deposit) | 0 | (5,000,000) | |||
Redemption of short-term investment (certificates of deposit) | 0 | 17,604,000 | |||
Deconsolidation of Caelum | 0 | (1,201,000) | |||
Net cash provided by (used in) continuing investing activities | (5,597,000) | 6,698,000 | |||
Net cash provided by discontinued investing activities | 0 | 13,089,000 | $ 0 | ||
Net cash provided by (used in) investing activities | (5,597,000) | 19,787,000 | |||
Cash Flows from Financing Activities: | |||||
Payment of Series A preferred stock dividends | (4,507,000) | (1,773,000) | |||
Purchase of treasury stock | (70,000) | 0 | |||
Payment of costs related to purchase of treasury stock | (2,000) | 0 | |||
Proceeds from issuance of Series A preferred stock | 39,075,000 | 0 | |||
Payment of cost related to issuance of Series A preferred stock | (3,407,000) | 0 | |||
Proceeds from issuance of common stock for at-the-market offering | 44,796,000 | 16,099,000 | |||
Payment of cost related to issuance of common stock for at-the-market offering | (1,506,000) | (301,000) | |||
Proceeds from issuance of Series A preferred stock for at-the-market offering | 0 | 539,000 | |||
Payment of cost related to issuance of Series A preferred stock for at-the-market offering | 0 | (16,000) | |||
Proceeds from issuance of common stock under ESPP | 90,000 | 60,000 | |||
Proceeds from partner companies' ESPP | 349,000 | 0 | |||
Partner company's dividends declared and paid | (50,000) | 0 | |||
Proceeds from partner companies' sale of stock | 57,729,000 | 66,623,000 | |||
Payment of costs related to partner companies' sale of stock | (3,642,000) | (4,754,000) | |||
Proceeds from partner companies' at-the-market offering | 34,254,000 | 30,419,000 | |||
Payment of costs related to partner companies' at-the-market offering | (754,000) | (739,000) | |||
Proceeds from partner company's preferred stock offering | (8,000,000) | 0 | |||
Payment of costs related to partner company's preferred stock offering | (912,000) | 0 | |||
Proceeds from exercise of partner company's warrants | 13,000 | 0 | |||
Repayment of IDB Note | (14,858,000) | 0 | |||
Net cash provided by financing activities | 135,395,000 | 119,559,000 | |||
Net increase in cash and cash equivalents and restricted cash | 66,602,000 | 69,437,000 | |||
Cash and cash equivalents and restricted cash at beginning of period | 153,432,000 | 81,582,000 | 81,582,000 | ||
Cash and cash equivalents and restricted cash at end of period | $ 220,034,000 | $ 151,019,000 | 220,034,000 | 151,019,000 | $ 153,432,000 |
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 6,669,000 | 3,976,000 | |||
Cash paid for interest - related party | 463,000 | 342,000 | |||
Supplemental disclosure of non-cash financing and investing activities: | |||||
Settlement of restricted stock units into common stock | 2,000 | 2,000 | |||
Common shares issuable for license acquired | 0 | 164,000 | |||
Issuance of partner company warrants in conjunction with Horizon Notes | 0 | 888,000 | |||
Issuance of warrants in conjunction with Oaktree debt | 4,419,000 | 0 | |||
Common shares issued from 2017 Subordinated Note Financing interest expense | 500,000 | 0 | |||
Common shares issued for 2019 Notes | 0 | 500,000 | |||
Unpaid fixed assets | 317,000 | 288,000 | |||
Partner company's previous paid offering cost | 0 | 833,000 | |||
Reclass partner company's warrants from liability to equity | 1,216,000 | 0 | |||
Unpaid debt offering cost | 57,000 | 0 | |||
Unpaid at-the-market offering cost | 96,000 | 0 | |||
Unpaid partner company's offering cost | 457,000 | 0 | |||
Partner company's unpaid intangible assets | 3,727,000 | 4,734,000 | |||
Unpaid Series A preferred stock offering cost | 203,000 | 0 | |||
Unpaid research and development licenses acquired | 117,000 | 0 | |||
Retirement of Series A preferred stock | 70,000 | 0 | |||
2017 Subordinated Note Financing One [Member] | |||||
Cash Flows from Financing Activities: | |||||
Payment of debt issuance costs | (93,000) | (79,000) | |||
Repayments of debt | (28,356,000) | 0 | |||
2018 Venture Notes One [Member] | |||||
Cash Flows from Financing Activities: | |||||
Payment of debt issuance costs | (58,000) | (126,000) | |||
Repayments of debt | (21,707,000) | 0 | |||
2019 Notes [Member] | |||||
Cash Flows from Financing Activities: | |||||
Repayments of debt | (9,000,000) | 0 | |||
Oaktree Note [Member] | |||||
Reconciliation of net loss to net cash used in operating activities: | |||||
Amortization of debt discount | 4,400,000 | ||||
Cash Flows from Financing Activities: | |||||
Payment of debt issuance costs | (4,239,000) | 0 | |||
Proceeds from issuance of Notes | 60,000,000 | 0 | |||
Horizon Notes [Member] | |||||
Cash Flows from Financing Activities: | |||||
Payment of debt issuance costs | 0 | (1,393,000) | |||
Proceeds from issuance of Notes | 0 | 15,000,000 | |||
Repayments of debt | $ (15,750,000) | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
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. (“InvaGen”)(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”), 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, and 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 may 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. In addition to the foregoing, the Company does not expect any material impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19 (except as may be implicated by the Material Adverse Effect claimed by InvaGen in connection with their agreement with Avenue). However, the Company is continuing to assess the impact the spread of COVID-19 may have on its operations. Avenue will also continue to assess the alleged Material Adverse Effect claimed by InvaGen. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited financial statements for the preceding fiscal year for each of the companies: Avenue, Checkpoint and Mustang. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 16, 2020, from which the Company derived the balance sheet data at December 31, 2019, as well as Checkpoint’s Form 10-K, filed with the SEC on March 11, 2020, Mustang’s Form 10-K, filed with the SEC on March 16, 2020, and Avenue’s Form 10-K, filed with the SEC on March 30, 2020. The Company’s unaudited condensed 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. The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Use of Estimates The Company’s unaudited condensed 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. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) (“ASU 470-20”) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 815-40”) , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer and will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, for the Company as it is a smaller reporting company. Early adoption will be permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. 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 condensed consolidated 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. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations | |
Discontinued Operations | 3. Discontinued Operations The table below depicts the cash flows from the sale of the Company’s investment in National Holdings Corporation, a diversified independent brokerage company (together with its subsidiaries, herein referred to as “NHLD” or “National”) for the nine months ended September 30, 2019: For the Nine Months Ended September 30, ($ in thousands) 2019 Investing activities Proceeds from sale of National $ 13,089 Total cash provided by discontinued investing activities $ 13,089 At September 30, 2020 and 2019, the Company had no ownership interest in National. |
Collaboration and Stock Purchas
Collaboration and Stock Purchase Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Collaboration and Stock Purchase Agreements | |
Collaboration and Stock Purchase Agreements | 4. Collaboration and Stock Purchase Agreements Caelum Agreement with Alexion In January 2019, Caelum 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 as parties thereto (such security holders, 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. In December 2019, following the U.S. Food and Drug Administration (“FDA”) feedback which resulted in the redesign and expansion of Caelum’s planned clinical development program for its lead product candidate, CAEL-101, Caelum entered into an Amended and Restated DOSPA, which amended the terms of the existing agreement with Alexion. The amendment modified the terms of Alexion’s option to acquire the remaining equity in Caelum based on data from the expanded Phase 2/3 trials. The amendment also modified the development-related milestone events associated with the initial $30 million in contingent payments, provided for an additional $20 million in upfront funding, as well as funding of $60 million in exchange for an additional equity interest in Caelum at fair value upon achievement of a specific development-related milestone event. In September 2020, following its Phase 2 open-label dose escalation study, Caelum announced the initiation of its Cardiac Amyloid Reaching for Extended Survival (“CARES”) Phase 3 clinical program to evaluate CAEL-101 Avenue Agreement with InvaGen On November 12, 2018, the Company’s partner company, Avenue, entered into a Stock Purchase and Merger Agreement (“Avenue SPMA”) with InvaGen Pharmaceuticals Inc. (“InvaGen”) and Madison Pharmaceuticals Inc., a newly formed, wholly-owned subsidiary of InvaGen. Pursuant to the Avenue 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 FDA 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). In October 2020, InvaGen communicated to Avenue that it believes a Material Adverse Effect (as defined in the Avenue SPMA) has occurred, due to the COVID-19 pandemic, which means that it is possible that InvaGen is attempting to avoid their obligations to consummate the second stage closing under the Avenue SPMA. Avenue disagrees with InvaGen’s assertion that a Material Adverse Effect has occurred, and Avenue has advised InvaGen of this position. Subject to the terms and conditions described in the Avenue 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 $100 million or more in Net Sales, each Holder shall be entitled to receive their pro rata share of an amount equal to 20% of the Gross Profit generated by IV Tramadol. These additional payments will terminate on the earlier of December 31, 2036 and the date (which may be extended by up to 6 months) that any person has received approval from the FDA for an Abbreviated New Drug Application (“NDA”) or an FDA AP-rated 505(b)(2) NDA using IV Tramadol. On October 12, 2020, Avenue announced that it had received a Complete Response Letter (“CRL”) from the FDA regarding Avenue’s NDA for IV Tramadol. The CRL cited deficiencies related to the terminal sterilization validation and stated that IV Tramadol, intended to treat patients in acute pain who require an opioid, is not safe for the intended patient population. Avenue requested a meeting with the FDA to resolve the issues described in the CRL and the meeting has been scheduled for the fourth quarter of 2020. Also in October 2020, InvaGen Pharmaceuticals Inc. (“InvaGen”) communicated to Avenue that it believes a Material Adverse Effect (as defined in the Stock Purchase and Merger Agreement (“Avenue SPMA”)) has occurred, due to the COVID-19 pandemic, which means that it is possible that InvaGen is attempting to avoid their obligations to consummate the second stage closing under the Avenue SPMA. Avenue disagrees with InvaGen’s assertion that a Material Adverse Effect has occurred, and Avenue has advised InvaGen of this position. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property and Equipment | |
Property and Equipment | 5. Property and Equipment Fortress’ property and equipment consisted of the following: Useful Life September 30, December 31, ($ in thousands) (Years) 2020 2019 (Unaudited) Computer equipment 3 $ 662 $ 648 Furniture and fixtures 5 1,199 1,162 Machinery & equipment 5 5,014 4,594 Leasehold improvements 5 -15 10,580 9,358 Construction in progress 1 N/A 821 1,157 Total property and equipment 18,276 16,919 Less: Accumulated depreciation (6,162) (4,486) Property and equipment, net $ 12,114 $ 12,433 Note 1: Relates to the Mustang cell processing facility. Fortress' depreciation expense for the three months ended September 30, 2020 and 2019 was approximately $0.6 million and $0.5 million, respectively, and was recorded in both research and development expense and general and administrative expense in the condensed consolidated statements of operations. Fortress' depreciation expense for the nine months ended September 30, 2020 and 2019 was approximately $1.7 million and $1.4 million, respectively, and was recorded in both research and development expense and general and administrative expense in the condensed consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
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 As of September 30, 2020, the Company valued its investment in Caelum in accordance with ASC Topic 820, Fair Value Measurements and Disclosures As of December 31, 2019, the Company valued its investment in Caelum in accordance with ASC Topic 820, Fair Value Measurements and Disclosures Cyprium Warrant Liability During the quarter ended September 30, 2020, Cyprium raised approximately $8.0 million in Perpetual Preferred Shares (“Cyprium Offering,” see Note 14). The Cyprium Offering coupled with the repayment of the 2018 Venture Debt (see Note 10), triggered the issuance of the Cyprium Warrant, in that a price per share could be established. As such these events resulted in Cyprium recording the Cyprium Warrant as issued rather than contingently issuable. The fair value of the Cyprium Warrants in connection with the 2018 Venture Debt was determined by applying management’s estimate of the probability of issuance of the Contingently Issuable Warrants together with an option-pricing model, with the following key assumptions: September 30, 2020 December 31, 2019 Risk-free interest rate 0.69 % 1.92 % Expected dividend yield — — Expected term in years 10.0 10.0 Expected volatility 85 % 93 % Probability of issuance of the warrant 100 % 5 % Cyprium Contingently Issuable Warrant ($ in thousands) Liability Beginning balance at January 1, 2020 $ 27 Change in fair value 1,189 Reclass partner company's warrants from liability to equity (1,216) Ending balance at September 30, 2020 $ - The following tables classify into the fair value hierarchy of Fortress’ financial instruments, measured at fair value as of September 30, 2020 and December 31, 2019: Fair Value Measurement as of September 30, 2020 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,723 $ 11,723 Total $ — $ — $ 11,723 $ 11,723 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 The table below provides a roll-forward of the changes in fair value of Level 3 financial instruments as of September 30, 2020: Investment in Warrant ($ in thousands) Caelum Liabilities Total Balance at December 31, 2019 $ 11,148 $ 27 $ 11,175 Change in fair value — 1,189 1,189 Reclass partner company's warrants from liability to equity — (1,216) (1,216) Change in fair value of investments 575 — 575 Balance at September 30, 2020 $ 11,723 $ — $ 11,723 As of September 30, 2020, no transfers occurred between Level 1, Level 2 and Level 3 instruments. |
Licenses Acquired
Licenses Acquired | 9 Months Ended |
Sep. 30, 2020 | |
Licenses Acquired | |
Licenses Acquired | 7. Licenses Acquired In accordance with ASC 730-10-25-1, Research and Development Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 Partner companies: Mustang $ 287 $ 700 $ 1,837 $ 1,350 Aevitas 162 — 162 — Baergic 8 — 8 — Oncogenuity 1 — 271 — Total $ 458 $ 700 $ 2,278 $ 1,350 Mustang SIRION Biotech GmbH - LentiBOOST TM (MB-207) On September 30, 2020, Mustang entered into an exclusive, worldwide licensing agreement with SIRION Biotech (“SIRION”) for the rights to SIRION’s LentiBOOST TM For the three and nine months ended September 30, 2020 and 2019, Mustang recorded the following expense in research and development for licenses acquired: For the Three Months Ended September 30, For the Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 City of Hope National Medical Center CD123 (MB-102) 3 $ — $ — $ 334 $ 250 IL13Rα2 (MB-101) 3 — — 333 — HER2 (MB-103) 1 — — 250 — CS1 (MB-104) — — — 200 PSCA (Spacer) 3 — 200 333 200 Fred Hutch - CD20 (MB-106) 2 — — 300 — Nationwide Children’s Hospital - C134 (MB-108) — — — 200 CSL Behring (Calimmune) 170 200 170 200 UCLA — 300 — 300 SIRION LentiBOOST TM 117 — 117 — Total $ 287 $ 700 $ 1,837 $ 1,350 Note 1: Represents a non-refundable milestone payment in connection with the twelth patient treated in the Phase 1 clinical study of MB-103 at COH, for the nine months ended September 30, 2020. Note 2: Represents a non-refundable milestone payment in connection with the twelth patient treated in the Phase 1 clinical study of MB-106 at Fred Hutch, for the nine months ended September 30, 2020. Note 3: Represents a milestone payment to COH in connection with Mustang’s public underwritten offerings, for the nine months ended September 30, 2020. Oncogenuity Effective May 6, 2020, Oncogenuity entered into a license agreement with the Trustees of Columbia University in the City of New York (“Columbia”) to develop novel oligonucleotides for the treatment of genetically driven cancers (the “Columbia License”). The proprietary platform produces oligomers, known as “ONCOlogues.” As consideration for the Columbia License, Oncogenuity paid an upfront fee of $0.3 million, and Fortress transferred to Columbia 1,000,000 shares of Oncogenuity common stock, representing 10.00% ownership of Oncogenuity. In connection with the share transfer, Oncogenuity also provided Columbia with limited anti-dilution protection. Oncogenuity valued the stock grant to Columbia utilizing a discounted cash flow model to determine the weighted market value of invested capital, discounted by a lack of marketability of 41.7%, weighted average cost of capital of 20.5%, and net of debt utilized, resulting in a value of $0.021 per share or $21,000 for the three and nine months ended September 30, 2020. Since a portion of the acquisition of the license was settled through the transfer of shares of Oncogenuity's common stock, this transaction fell within the scope of ASC Topic 718, Compensation-Stock Compensation Development milestone payments totaling up to approximately $18.0 million in the aggregate are due upon achievement of certain milestones in connection with the initial indication. Additional milestone payments totaling up to $15.3 million in the aggregate are due in connection with product development milestones for subsequent indications. A $15.0 million sales milestone is due upon the achievement of a licensed product sales threshold, and low- to mid-single digit royalties are due on aggregate cumulative worldwide net sales of licensed products. For the three and nine months ended September 30, 2020, Oncogenuity recorded expense of nil and $0.3 million in research and development - licenses acquired in the Company’s condensed consolidated statements of operations. |
Sponsored Research and Clinical
Sponsored Research and Clinical Trial Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Sponsored Research and Clinical Trial Agreements | |
Sponsored Research and Clinical Trial Agreements | 8. Sponsored Research and Clinical Trial Agreements Aevitas For the three and nine months ended September 30, 2020 and 2019, Aevitas recorded the following expense in connection with its sponsored research and clinical trial agreements: For the Three Months Ended September 30, For the Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 UMass - adeno-associated virus ("AAV") 163 — 218 — UPenn - AAV — 255 567 755 Duke - AAV — 17 — 17 Total $ 163 $ 272 $ 785 $ 772 Cellvation For the three and nine months ended September 30, 2020 no expenses were incurred. For the three and nine months ended September 30 2019, Cellvation recorded expense of $0.1 million, in connection with its sponsored research arrangement with the University of Texas. The expense was recorded in research and development expense in the Company’s condensed consolidated statements of operations. Mustang CS1(MB-104) Clinical Research and Support Agreement with COH In June 2020, Mustang entered into a clinical research and support agreement with COH in connection with an Investigator-sponsored study conducted under an Institutional Review Board-approved, investigator-initiated protocol entitled: "Phase I Study to Evaluate Cellular Immunotherapy Using Memory-Enriched T Cells Lentivirally Transduced to Express a CS1-Targeting, Hinge-Optimized, 41BB-Costimulatory Chimeric Antigen Receptor and a Truncated EGFR Following Lymphodepleting Chemotherapy in Adult Patients with CS1+ Multiple Myeloma." The CAR T being studied under this protocol has been designated by Mustang as MB-104. Under the terms of the agreement Mustang paid COH $0.8 million during the three months ended September 30, 2020 for costs incurred and will reimburse COH for costs associated with this trial, when incurred, not to exceed $2.4 million. The agreement will expire upon the delivery of the final study report or earlier. Expense of $0.1 million an $0.8 million was incurred for the three and nine months ended September 30, 2020. XSCID (MB-107) Data Transfer Agreement with St. Jude In June 2020, Mustang entered into a Data Transfer Agreement with St. Jude under which Mustang will reimburse St. Jude for costs associated with St. Jude’s clinical trial for the treatment of infants with X-linked Severe Combined Immunodeficiency (“XSCID”). Pursuant to the terms of this agreement Mustang paid an upfront fee of $1.1 million on July 1, 2020 and will continue to reimburse St. Jude for costs incurred in connection with this trial. For the three and nine months ended September 30, 2020 and 2019, Mustang recorded the following expense in research and development for sponsored research and clinical trial agreements: For the Three Months Ended September 30, For the Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 City of Hope National Medical Center $ — $ 500 $ 500 $ 1,500 CD123 (MB-102) 48 269 344 1,028 IL13Rα2 (MB-101) 96 244 422 811 Manufacturing — 114 — 343 CS1 (MB-104) 65 — 835 — Beth Israel Deaconess Medical Center - CRISPR — — — 69 St. Jude Children's Research Hospital - XSCID (MB-107) 107 — 1,665 — Fred Hutchinson Cancer Research Center - CD20 (MB-106) 418 49 1,134 690 Total $ 734 $ 1,176 $ 4,900 $ 4,441 Oncogenuity Pursuant to the terms of the Columbia License, Oncogenuity will pay up to $4.8 million to Columbia semiannually for five years ending in November 2024. For the three and nine months ended September 30, 2020, Oncogenuity recorded expense of $0.2 million and $0.3 million, respectively, in research and development in the Company’s condensed consolidated statements of operations. No expense was recorded in 2019. |
Intangibles, net
Intangibles, net | 9 Months Ended |
Sep. 30, 2020 | |
Intangibles, net | |
Intangibles, net | 9. Intangibles, net On July 29, 2020 Journey entered into a license and supply agreement with a third party for an oral acne treatment. Pursuant to the terms and conditions of the License and Supply Agreement (“LSA”), Journey agreed to pay $5.0 million, comprised of an upfront payment of $1.0 million paid upon execution with remaining payments due as follows: $1.0 million upon achievement of two marketing milestones and $3.0 million due in million In accordance with ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business Contingencies, In accordance with the installment payment terms of the LSA, Journey recorded a discount for imputed interest per ASC 835-30 Interest-Imputed Interest $ . The table below provides a summary of the Journey intangible assets as of September 30, 2020 and December 31, 2019, respectively: Estimated Useful ($ in thousands) Lives (Years) September 30, 2020 December 31, 2019 (Unaudited) Total Intangible assets – asset purchases 3 to 7 $ 14,661 $ 9,934 Accumulated amortization (3,622) (2,557) Net intangible assets $ 11,039 $ 7,377 The table below provides a summary for the nine months ended September 30, 2020, of Journey’s recognized expense related to its product licenses, which was recorded in costs of goods sold on the condensed consolidated statement of operations: Intangible ($ in thousands) Assets, Net Beginning balance at January 1, 2020 $ 7,377 Additions: Oral acne treatment license acquisition 1 4,727 Amortization expense (1,065) Ending balance at September 30, 2020 $ 11,039 Note 1: As of September 30, 2020, this asset has not yet been placed in service, therefore no amortization expense was recognized on this asset for the quarter ended September 30, 2020. The Company expects the asset to be placed in service in the first half of 2021. Once the asset is placed in service the Company will amortize the asset over five years, which represents its expected useful life. The future amortization of these intangible assets is as follows: Total ($ in thousands) Ximino® Exelderm® Amortization Three Months Ended December 31, 2020 $ 254 $ 100 $ 354 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 Sub-total $ 5,945 $ 367 $ 6,312 Asset not yet placed in service 4,727 Total $ 5,945 $ 367 $ 11,039 |
Debt and Interest
Debt and Interest | 9 Months Ended |
Sep. 30, 2020 | |
Debt and Interest | |
Debt and Interest | 10. Debt and Interest Debt During the quarter ended September 30, 2020 the Company entered into a new credit facility with Oaktree Fund Administration, LLC, as the administrative agent (in such capacity, the “Agent”), and the lenders from time to time party thereto (each a “Lender” or “Oaktree” and collectively, the “Lenders”), as described below (the “Oaktree Note”). The Company utilized the proceeds from the Oaktree Note to repay the 2017 Subordinated Notes, the 2018 Venture Notes and the 2019 Notes. The Company also repaid the IDB Note utilizing the cash collateral securing the IDB Note, which was classified as restricted cash on the Company’s consolidated condensed balance sheet. In addition, on September 30, 2020 Mustang repaid the Mustang Horizon Notes. Total debt consists of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, ($ in thousands) 2020 2019 Interest rate Maturity IDB Note $ — $ 14,929 2.25 % Aug - 2021 2017 Subordinated Note Financing 3 — 3,254 8.00 % March - 2022 2017 Subordinated Note Financing 3 — 13,893 8.00 % May - 2022 2017 Subordinated Note Financing 3 — 1,820 8.00 % June - 2022 2017 Subordinated Note Financing 3 — 3,018 8.00 % August - 2022 2017 Subordinated Note Financing — 6,371 8.00 % September - 2022 2018 Venture Notes 4 — 6,517 8.00 % August - 2021 2018 Venture Notes 4 — 15,190 8.00 % September - 2021 2019 Notes 1 — 9,000 12.00 % September - 2021 Mustang Horizon Notes 2 — 15,750 9.00 % October - 2022 Oaktree Note 60,000 — 11.00 % August - 2025 Total notes payable 60,000 89,742 Less: Discount on notes payable 8,607 5,086 Total notes payable $ 51,393 $ 84,656 Note 1: Formerly the Opus Credit Facility (see Note 16.) Note 2: Interest rate was 9.0% plus one-month LIBOR Rate in excess of 2.5%. Note 3: As a result of a one-year maturity date extension effective 2020, the interest rate increased by 1% to 9.0%. Note 4: At December 31, 2019, $6.0 million is included in Notes payable, short-term on the condensed consolidated balance sheet. Interest Expense The following table shows the details of interest expense for all debt arrangements during the periods presented. Interest expense includes contractual interest; fees include amortization of the debt discount and amortization of fees associated with loan transaction costs, amortized over the life of the loan: Three Months Ended September 30, 2020 2019 ($ in thousands) Interest Fees Total Interest Fees Total IDB Note $ 77 $ — $ 77 $ 86 $ — $ 86 2017 Subordinated Note Financing 1 694 1,374 2,068 1,072 326 1,398 2019 Notes 172 — 172 275 104 379 2018 Venture Notes 1 387 638 1,025 438 166 604 LOC Fees 14 — 14 14 — 14 Mustang Horizon Notes 1,3 895 1,792 2,687 345 234 579 Oaktree Note 1 624 108 732 — — — Note Payable 2 187 — 187 — 108 108 Other (4) — (4) — — — Total Interest Expense and Financing Fee $ 3,046 $ 3,912 $ 6,958 $ 2,230 $ 938 $ 3,168 Nine Months Ended September 30, 2020 2019 ($ in thousands) Interest Fees Total Interest Fees Total IDB Note $ 246 $ — $ 246 $ 254 $ - $ 254 2017 Subordinated Note Financing 1 2,870 1,890 4,760 3,148 1,081 4,229 2019 Notes 710 — 710 840 336 1,176 2018 Venture Notes 1 1,253 1,000 2,253 1,299 468 1,767 LOC Fees 45 — 45 45 — 45 Mustang Horizon Notes 1,3 1,585 2,321 3,906 698 466 1,164 Oaktree Note 1 624 108 732 — — — Note Payable 2 492 — 492 — 108 108 Other (2) — (2) — — — Total Interest Expense and Financing Fee $ 7,823 $ 5,319 $ 13,142 $ 6,284 $ 2,459 $ 8,743 Note 1: For the three and nine months ended September 30, 2020, $1.2 million expense of unamortized debt discount fees for the 2017 Subordinated Note Financing, $0.3 million for the 2018 Venture Notes and $1.8 million for the Mustang Horizon Notes. Note 2: Imputed interest expense related to Journey’s agreements for Ximino and oral acne treatment. Note 3: Included in interest expense for the three and nine months ended September 30, 2020 was $0.6 million of prepayment penalties included in interest expense for the Mustang Horizon Notes. Oaktree Note On August 27, 2020 (the “Closing Date”), Fortress, as borrower, entered into a $60.0 million senior secured credit agreement (the “Agreement”) with Oaktree. The Company borrowed the full $60.0 million in connection with the terms of the Oaktree Note on the Closing Date and used the bulk of the proceeds to repay its outstanding debt to other lenders (2017 Subordinated Notes, 2018 Venture Notes and 2019 Notes (previously the “Opus Credit Facility”)). The Oaktree Note bears interest at a fixed annual rate of 11.0%, payable quarterly and maturing on the fifth anniversary of the Closing Date, August 27, 2025, the (“Maturity Date”). The Company is required to make quarterly interest-only payments until the Maturity Date, at which point the outstanding principal amount is due. The Company may voluntarily prepay the Oaktree Note at any time subject to a Prepayment Fee as defined in the Terms section. The Company is required to make mandatory prepayments of the Oaktree Note under various circumstances as defined in the Terms section. No amounts paid or prepaid may be reborrowed without Oaktree consent. The Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of permitted indebtedness, and dividends and other distributions, subject to certain exceptions. In addition, the Agreement contains certain financial covenants, including, among other things, (i) maintenance of minimum liquidity by the Company, and (ii) a minimum revenue test that is subject to certain exclusions. Failure by the Company to comply with the financial covenants will result in an event of default, subject to certain cure rights of the Company. The Agreement contains customary events of default, in certain circumstances subject to customary cure periods. Following an event of default and any cure period, if applicable, the Agent will have the right upon notice to accelerate all amounts outstanding under the Agreement, in addition to other remedies available to the lenders as secured creditors of the Company. The Agreement grants a security interest in favor of the Agent, for the benefit of the lenders, in substantially all of the Company’s assets as collateral securing the Company’s obligations under the Agreement, except for: (i) certain interests in controlled foreign corporation subsidiaries of the Company; (ii) the Company’s holdings in Avenue; and (iii) those portions of the Company’s holdings in certain subsidiaries (plus Caelum) that are encumbered by pre-existing equity pledges to certain of the Company’s officers. Pursuant to the terms of the Agreement on the Closing Date the Company paid Oaktree an upfront commitment fee equal to 3% of the $60.0 million, or $1.8 million. In addition, the Company paid a $35,000 Agency fee to the Agent which was due on the Closing Date and will be due annually, together with fees of $2.5 million directly to third parties involved in the transaction. In connection with the Oaktree Note, the Company issued warrants to Oaktree and certain of its affiliates to purchase up to 1,749,450 shares of common stock (see Note 14) with a relative fair value of $4.4 million. As of September 30, 2020, the Company recorded the fees totaling $8.7 million ($1.8 million to Oaktree, $2.5 million of expenses paid to third-parties and $4.4 million representing the relative fair value of the Oaktree Warrants) to debt discount. These costs will be amortized over the term of the Oaktree Note. |
Accrued Liabilities and other L
Accrued Liabilities and other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Accrued Liabilities and other Long-Term Liabilities | |
Accrued Liabilities and other Long-Term Liabilities | 11. Accrued Liabilities and other Long-Term Liabilities Accrued expenses and other long-term liabilities consisted of the following: September 30, December 31, ($ in thousands) 2020 2019 Accrued expenses: Professional fees $ 1,672 $ 1,153 Salaries, bonus and related benefits 5,677 6,683 Accrued expense - related party 19 — Research and development 4,604 4,215 Research and development - manufacturing — 1,017 Research and development - license maintenance fees 629 361 Research and development - milestones 600 — Accrued royalties payable 1,908 2,320 Accrued coupon expense 5,476 8,391 Other 547 1,259 Total accrued expenses $ 21,132 $ 25,399 Other long-term liabilities: Deferred rent and long-term lease abandonment charge 1 $ 1,996 $ 2,136 Long-term notes payable, net (Journey) Ximino agreement 2 3,456 4,990 Oral acne treatment agreement 3 2,753 — Total other long-term liabilities $ 8,205 $ 7,126 Note 1: As of September 30, 2020, and December 31, 2019, the balance consists of deferred charges related to build-out of the New York facility. Note 2: As of September 30, 2020, and December 31, 2019, the imputed interest discount was $1.5 million and $2.0 million, respectively, in connection with its acquisition of Ximino in July 2019. Amortization of interest discount was $0.5 million for the nine months ended September 30, 2020, and $0.1 million for the nine months ended September 30, 2019. As of September 30, 2020, $2.0 million of note payable was classified as short-term. Note 3: As of September 30, 2020, the imputed discount balance was $0.2 million. The imputed interest discount was calculated utilizing a 4.00% effective rate, which represents the market rate for an asset-backed three year loan, secured by receivables. As of September 30, 2020, $1.0 million of note payable was classified as short-term. |
Non-Controlling Interests
Non-Controlling Interests | 9 Months Ended |
Sep. 30, 2020 | |
Non-Controlling Interests | |
Non-Controlling Interests | 12. Non-Controlling Interests Non-controlling interests in consolidated entities are as follows: For the nine months ended As of September 30, 2020 September 30, 2020 As of September 30, 2020 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) NCI equity share non-controlling interests in consolidated entities ownership Aevitas $ (2,297) (680) (2,977) 39.0 % Avenue 2 5,709 (3,206) 2,503 77.4 % Baergic (1,605) (68) (1,673) 40.0 % Cellvation (1,072) (145) (1,217) 22.6 % Checkpoint 1 37,963 (9,000) 28,963 80.0 % Coronado SO (290) — (290) 13.0 % Cyprium 784 (843) (59) 28.4 % Helocyte (4,890) (236) (5,126) 18.8 % JMC 123 257 380 6.9 % Mustang 2 86,572 (27,035) 59,537 77.9 % Oncogenuity (47) (268) (315) 25.3 % Tamid (652) (40) (692) 22.8 % Total $ 120,298 $ (41,264) $ 79,034 For the twelve months ended As of December 31, 2019 December 31, 2019 As of December 31, 2019 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) NCI equity share non-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 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. |
Net Loss per Common Share
Net Loss per Common Share | 9 Months Ended |
Sep. 30, 2020 | |
Net Loss per Common Share | |
Net Loss per Common Share | 13. Net Loss per Common Share 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. The following shares of potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as the effect of including such securities would be anti-dilutive for the nine months ended September 30, 2020: Nine Months Ended September 30, 2020 2019 Warrants to purchase Common Stock 3,026,693 2,745,364 Options to purchase Common Stock 1,187,600 1,169,293 Unvested Restricted Stock 14,305,949 12,622,881 Unvested Restricted Stock Units 434,215 791,610 Total 18,954,457 17,329,148 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 14. Stockholders’ Equity Common Stock At the Company’s 2020 Annual Meeting of Stockholders held on June 17, 2020, its stockholders approved an amendment to its certificate of incorporation to increase the number of authorized shares of common stock available to issue by 50,000,000 to 150,000,000 with a par value of $0.001 per share. The amendment was filed with the Secretary of State of the State of Delaware on June 18, 2020. Stock-based Compensation The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 Employee awards $ 1,200 $ 936 $ 3,732 $ 2,791 Executive awards of Fortress Companies' stock 369 358 1,136 1,065 Non-employee awards 31 15 136 84 Warrants 32 97 97 97 Partner Companies: Avenue 161 298 592 1,585 Checkpoint 725 833 2,095 2,444 Mustang 606 1,120 2,368 2,174 Other 47 84 163 183 Total stock-based compensation expense $ 3,171 $ 3,741 $ 10,319 $ 10,423 For the three months ended September 30, 2020 and 2019, approximately $0.7 million and $1.2 million, respectively, of stock-based compensation expense was included in research and development expenses in connection with equity grants made to employees and consultants and approximately $2.5 million and $2.5 million, respectively, was included in general and administrative expenses in connection with grants made to employees, members of the board of directors and consultants. For the nine months ended September 30, 2020 and 2019, approximately $2.5 million and $2.6 million, respectively, of stock-based compensation expense was included in research and development expenses in connection with equity grants made to employees and consultants and approximately $7.8 million and $7.8 million, respectively, was included in general and administrative expenses in connection with grants made to employees, members of the board of directors and consultants. Equity Compensation Plans At the Company’s 2020 Annual Meeting on June 30, 2020, the Company’s shareholders approved an amendment to the Company’s 2013 Stock Incentive Plan, as amended (“Stock Plan”) to increase common shares issuable under the Stock Plan by 3.0 million to 13.0 million. For the nine months ended September 30, 2020, 4.2 million shares remain to be issued under the Stock Plan. Stock Options The following table summarizes Fortress stock option activities excluding activity related to Fortress partner companies: Weighted average Total remaining Weighted average weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2019 1,410,501 $ 4.30 $ 684,752 2.33 Exercised (100,000) 1.18 — — Forfeited (247,011) 2.55 — — Options vested and expected to vest at September 30, 2020 1,063,490 $ 5.00 $ 1,044,218 2.87 As of September 30, 2020, Fortress had no unrecognized stock-based compensation expense related to options. Restricted Stock and Restricted Stock Units The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress Companies: Weighted average grant Number of shares price Unvested balance at December 31, 2019 13,768,014 $ 2.46 Restricted stock granted 1,873,072 2.57 Restricted stock vested (1,549,564) 2.69 Restricted stock units granted 630,126 3.82 Restricted stock units forfeited (106,250) 2.71 Restricted stock units vested (368,290) 3.13 Unvested balance at September 30, 2020 14,247,108 $ 2.49 As of September 30, 2020 and 2019, the Company had unrecognized stock-based compensation expense related to restricted stock and restricted stock unit awards of approximately $17.5 million and $12.7 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 3.9 years and 5.0 years, respectively. Warrants The following table summarizes Fortress warrant activities, excluding activities related to Fortress Companies: Total weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2019 2,741,180 $ 3.19 $ 111,000 2.73 Granted 1,849,450 3.14 1,657,538 — Forfeited (9) 3.00 — — Outstanding as of September 30, 2020 4,590,621 $ 3.17 $ 4,111,018 5.10 Exercisable as of September 30, 2020 4,430,621 $ 3.21 $ 3,816,818 5.05 In connection with the Oaktree Note (see Note 10), the Company issued warrants to Oaktree and certain of its affiliates to purchase up to 1,749,450 shares of common stock at a purchase price of $3.20 per share (the “Oaktree Warrants”). Oaktree is entitled to additional warrants if at any time prior to the expiration of the Oaktree Warrants in event the Company issues equity, warrants or convertible notes (collectively known as “Security Instruments”) at a price that is less than 95% of the market price of the Company’s Common Stock on the trading day prior to the issuance of the Security Instruments. The Warrants expire on August 27, 2030 and may be net exercised at the holder’s election. The Company also agreed to file a registration statement on Form S-3 to register for resale the shares of common stock issuable upon exercise of the Warrants. The Company evaluated the accounting treatment of the Oaktree Warrants and determined that the Oaktree warrants met the scope exception of ASC 815-10-15-74(a) Derivatives and Hedging ASC 470-20-25-2 Debt – Debt with Conversion and Other Options 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, 2020, 507,783 shares have been purchased and 492,217 shares are available for future sale under the Company’s ESPP. Share-based compensation expense recorded was approximately $38,000 and $18,000, respectively, for the three months ended September 30, 2020 and 2019, and approximately $0.1 million and $0.1 million, respectively, for the nine months ended September 30, 2020 and 2019. Capital Raises 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock Offering On August 26, 2020, the Company closed on an underwritten public offering whereby it sold 666,666 shares of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (Nasdaq: FBIOP) (the "Preferred Stock"), (plus a 45-day option to purchase up to an additional 66,666 shares, which was exercised in August 2020) at a price of $18.00 per share for gross proceeds of approximately $13.2 million, before deducting underwriting discounts and commissions and offering expenses of approximately $1.1 million. On May 29, 2020, the Company closed on an underwritten public offering whereby it sold 555,556 shares of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (Nasdaq: FBIOP) (the "Preferred Stock"), (plus a 45-day option to purchase up to an additional 83,333 shares, which was exercised in May 2020) at a price of $18.00 per share for gross proceeds of approximately $11.5 million, before deducting underwriting discounts and commissions and offering expenses of approximately $1.1 million. On February 14, 2020, the Company announced the closing of an underwritten public offering, whereby it sold 625,000 shares of its 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 of approximately $1.3 million. Cyprium 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock Offering On August 28, 2020, Cyprium closed on an underwritten public offering whereby it sold 255,400 shares of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (“Cyprium Perpetual Preferred Stock” or “Cyprium PPS”), plus an overallotment of an additional 64,600 shares, which was exercised on September 18, 2020, at a price of $25.00 per share for gross proceeds of $8.0 million, before deducting underwriting discounts and commissions and offering expenses of approximately $0.9 million (the “Cyprium Offering”). Pursuant to the terms of the Cyprium PPS, shareholders on the record date are entitled to receive a monthly cash dividend of $0.19531 per share which yields an annual dividend of $2.34375 per share. The Cyprium PPS will automatically be redeemed upon the first (and only the first) bona fide, arm’s-length sale of a Priority Review Voucher (a “ PRV P R V Cyprium plus An optional exchange to Company Preferred Stock is available after 24 months from the issuance date so long as a sale of the PRV has not occurred. Additionally, if a PRV Sale has not occurred by September 30, 2024 the Cyprium PPS is either automatically exchanged for Company Preferred Stock or cash at the discretion of Fortress. The Cyprium PPS is fully and unconditionally guaranteed by Fortress. Cyprium paid an initial dividend of $49,883 ($0.19531 per share) to shareholders of record on September 30, 2020. Checkpoint Underwritten Offering In September 2020, Checkpoint completed an underwritten public offering in which it sold 7,321,429 shares of its common stock at a price of $2.80 per share for gross proceeds of approximately $20.5 million. Total net proceeds from the offering were approximately $18.9 million, net of underwriting discounts and offering expenses of approximately $1.6 million. The shares were sold under a shelf registration statement on Form S-3 that Checkpoint filed in November 2017 and was declared effective in December 2017 (“the Checkpoint S-3”). Mustang Underwritten Offering In June 2020, Mustang completed an underwritten public offering in which it sold 11,455,604 shares of its common stock at a price of $3.25 per share for gross proceeds of approximately $37.2 million. Total net proceeds from the offering were approximately $34.9 million, net of underwriting discounts and offering expenses of approximately $2.3 million. The shares were sold under Mustang’s S-3. 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. The shares of common 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”) through May 27, 2020. On May 18, 2020, the Company filed a new shelf registration statement on Form S-3, which was declared effective on May 26, 2020 (the "2020 Shelf"). In connection with the 2020 Shelf, the Company entered into an At Market Issuance Sales Agreement ("2020 Common ATM"), with Cantor Fitzgerald & Co., Oppenheimer & Co., Inc., H.C. Wainwright & Co. Inc., B. Riley and Dawson James Securities, Inc., as selling agents, governing potential sales of the Company's common stock. ATM sales commencing on June 1, 2020 were made under the 2020 Shelf. For the nine-month period ended September 30, 2020, the Company issued approximately 16.4 million shares of common stock at an average price of $2.74 per share for gross proceeds of $44.8 million. In connection with these sales, the Company paid aggregate fees of approximately $1.6 million. Approximately $29.5 million of securities remain available for sale under the 2020 Shelf at September 30, 2020. Mustang At-the-Market Offering On July 13, 2018, Mustang filed a shelf registration statement No. 333-226175 on Form S-3, as amended on July 20, 2018 (the "2018 Mustang S-3"), which was declared effective in August 2018. Under the 2018 Mustang S-3, Mustang may sell up to a total of $75.0 million of its securities. In connection with the 2018 Mustang S-3, Mustang entered into an At-the-Market Issuance Sales Agreement (the "Mustang ATM") with B. Riley FBR, Inc., Cantor Fitzgerald & Co., National Securities Corporation, and Oppenheimer & Co. Inc. (each an "Agent" and collectively, the "Agents"), relating to the sale of shares of common stock. Under the Mustang ATM, Mustang pays the Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of Mustang common stock. On August 16, 2019, Mustang filed a shelf registration statement No. 333-233350 on Form S-3, (the "2019 Mustang S-3"), which was declared effective on September 30, 2019. Under the 2019 Mustang S-3, Mustang may sell up to a total of $75.0 million of its securities. On July 20, 2020, Mustang entered into Amendment No. 1 to the Mustang ATM with the Agents to reflect the new registration statement. During the nine months ended September 30, 2020, Mustang issued approximately 7.2 million shares of common stock at an average price of $3.56 per share for gross proceeds of $25.6 million under the Mustang ATM. In connection with these sales, Mustang paid aggregate fees of approximately $0.5 million for net proceeds of approximately $25.1 million. During the nine months ended September 30, 2019, Mustang issued approximately 3.5 million shares of common stock at an average price of $6.42 per share for gross proceeds of $22.5 million under the Mustang ATM. In connection with these sales, Mustang paid aggregate fees of approximately $0.5 million for net proceeds of approximately $22.0 million. Pursuant to the Founders Agreement, Mustang issued 117,405 shares of common stock to Fortress at a weighted average price of $3.56 per share for the nine months ended September 30, 2020 for the Mustang ATM offering noted above. During the nine months ended September 30, 2019, Mustang issued 87,656 shares of common stock to Fortress at a weighted average price of $6.42 per share in connection with the Mustang ATM. Approximately $32.6 million of the Mustang shelf remains available for sale under the 2019 Mustang S-3, following the offerings noted above. As of September 30, 2020, the 2018 Mustang S-3 is no longer available for sales of securities. Checkpoint At-the-Market Offering 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 a "Checkpoint Agent" and collectively, the "Checkpoint Agents"), relating to the sale of shares of common stock. Under the Checkpoint ATM, Checkpoint pays the Checkpoint Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of Checkpoint common stock. During the nine months ended September 30, 2020, Checkpoint sold a total of 3,614,344 shares of common stock under the Checkpoint ATM for aggregate total gross proceeds of approximately $8.7 million at an average selling price of $2.40 per share, resulting in net proceeds of approximately $8.4 million after deducting commissions and other transaction costs. Pursuant to the Founders Agreement, Checkpoint issued 273,379 shares of common stock to Fortress at a weighted average price of $2.92 per share for the Checkpoint ATM offerings and the Checkpoint Underwritten Offering, both noted above. Approximately $12.3 million of the Checkpoint shelf remains available for sale under the Checkpoint S-3, following the offerings noted above. Share Repurchase Program On March 23, 2020, the Company announced that its Board of Directors had approved a share repurchase program of the Company's outstanding Preferred Stock in an aggregate amount of up to $5.0 million. Repurchases under the program were made in the open market or through privately-negotiated transactions until the earlier to occur of the repurchase of $5.0 million of the Company's Preferred Stock or the close of trading on May 31, 2020, subject to applicable laws and regulations. The program did not commit the Company to repurchase any shares of Preferred Stock. As of September 30, 2020, 5,000 Preferred Stock shares were repurchased and retired under this program for total consideration of $0.1 million, net of fees of approximately $2,000. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15. Commitments and Contingencies 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. On September 30, 2020, the Company had operating lease liabilities of $24.6 million and right of use assets of $20.3 million, which were included in the Condensed Consolidated Balance Sheet. During the three and nine months ended September 30, 2020 and 2019, the Company recorded the following as lease expense, which was recorded in general and administrative expense on the Company's Condensed Consolidated Statement of Operations: Three Months Ended September 30, Nine Months Ended September 30, ($in thousands) 2020 2019 2020 2019 Lease Cost Operating lease cost $ 816 $ 798 $ 2,436 $ 2,397 Shared lease costs (469) (479) (1,409) (1,408) Variable lease cost 178 160 411 575 Total lease expense $ 525 $ 479 $ 1,438 $ 1,564 The following tables summarize quantitative information about the Company's operating leases, under the adoption of Topic 842, Leases Nine Months Ended September 30, ($in thousands) 2020 2019 Operating cash flows from operating leases $ (2,127) $ (2,185) Weighted-average remaining lease term – operating leases (years) 5.9 6.4 Weighted-average discount rate – operating leases 6.2 % 6.2 % Future Lease ($ in thousands) Liability Three Months Ended December 31, 2020 $ 839 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 operating lease liabilities 33,637 Less: present value discount (9,085) Net operating lease liabilities, short-term and long-term $ 24,552 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 In the ordinary course of business, the Company 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | 16. 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 10.1% of the Company’s issued and outstanding Common Stock as of September 30, 2020. The Company’s Executive Vice Chairman, Strategic Development owns approximately 10.9% of the Company’s issued and outstanding Common Stock as of September 30, 2020. Shared Services Agreement with TG Therapeutics, Inc TG Therapeutics, Inc. ("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 also the Executive Chairman and 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. For the three months ended September 30, 2020 and 2019, the Company invoiced TGTX $0.1 million and $0.1 million, respectively. For the nine months ended September 30, 2020 and 2019, the Company invoiced TGTX $0.3 million and $0.3 million, respectively. On September 30, 2020, the amount due from TGTX related to this arrangement approximated $69,000. Desk Space Agreements with TGTX and OPPM In connection with the Company’s Desk Space Agreements with TGTX and Opus Point Partners Management, LLC (“OPPM”), for the three months ended September 30, 2020 and 2019, the Company had paid $0.7 million and $0.7 million in rent under the Desk Space Agreements. For the three months ended September 30, 2020 and 2019, the Company invoiced TGTX approximately $0.4 million and $0.4 million, respectively, and invoiced OPPM nil and approximately $24,000, respectively, for their prorated share of the rent base. On September 30, 2020, the amount due related to this arrangement from TGTX was nil and the amount due from OPPM approximated $0.4 million. 2019 Notes (formerly the Opus Credit Facility) On September 13, 2019, the Company and Opus Point Healthcare Innovations Fund, LP (“OPHIF”) extended the maturity date of the 2019 Notes (formerly the “A&R Opus Credit Facility) from September 14, 2019 by two years to September 14, 2021. Terms of the 2019 Notes allows for 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 retained the ability to prepay the Notes at any time without penalty. The notes payable under the A&R Opus Credit Facility bear interest at 12% per annum. Effective December 31, 2019, OPHIF dissolved and distributed it assets among its limited partners. Following the distribution, the $9.0 million facility comprised of separate notes (collectively, the “2019 Notes”) held by DAK Capital Inc. ($3.8 million); Fortress’ Chairman, President and Chief Executive Officer Lindsay A. Rosenwald, M.D. ($0.3 million); Fortress's Executive Vice President, Strategic Development Michael S. Weiss ($2.0 million); and various entities and individuals affiliated with Dr. Rosenwald and Mr. Weiss ($2.9 million). The terms of the 2019 Notes did not change in connection with such reallocations. During the quarter ended September 30, 2020, the Company used certain proceeds from the Oaktree Note to pay off the $9.0 million balance previously outstanding under the 2019 Notes (see Note 10). For the nine months ended September 30, 2020, in connection with the 2019 Notes, the Company paid $0.5 million in interest on the portion of the 2019 Notes held by the Company's Chairman, President and Chief Executive Officer and the Company's Executive Vice President, Strategic Development. For the nine months ended September 30, 2019, the Company paid $0.2 million in common stock consisting of 91,767 shares at $1.80 per share. Avenue Credit Facility Agreement On June 12, 2020, Avenue, the Company and InvaGen entered into a Facility Agreement (“Avenue Facility Agreement”), under which, beginning on October 1, 2020, Avenue may borrow up to $2 million collectively from the Company and InvaGen, subject to certain conditions set forth therein. The Company’s commitment amount is $0.8 million, and InvaGen’s is $1.2 million , and a 7% per annum interest rate applies (payable on the last day of each fiscal quarter). Repayment of the loan is due upon the earliest to occur of: (i) the Second Stage Closing Date, as defined in the SPMA; (ii) April 29, 2021; and (iii) the date that is 30 days following the termination of the Avenue SPMA. As of September 30, 2020, there have been no amounts drawn by Avenue on the Avenue Facility Agreement. Founders Agreements The Company has entered into Founders Agreements and, in some cases, Exchange Agreements with certain of its subsidiaries as described in the Company's Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes, by partner company, 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 Fortress Partner Company Effective Date 1 capitalization Issued Helocyte March 20, 2015 2.5 % Common Stock Avenue February 17, 2015 0.0 % 2 Common Stock Mustang March 13, 2015 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % 3 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Caelum January 1, 2017 0.0 % 4 Common Stock Baergic December 17, 2019 5 2.5 % Common Stock Cyprium March 13, 2017 2.5 % Common Stock Aevitas July 28, 2017 2.5 % Common Stock Oncogenuity April 22, 2020 5 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year. Note 2: Concurrently with the execution and delivery of the Stock Purchase and Merger Agreement (“Avenue SPMA”) entered into between, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “ SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the Avenue SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the Avenue SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. Note 3: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization. Note 4: Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of the DOSPA between Caelum and Alexion (See Note 4). Note 5: Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. Management Services Agreements The Company has entered in Management Services Agreements (the “MSAs”) with certain of its partner companies as described in the Company’s Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes the effective date of the MSA and the annual consulting fee payable by the partner company to the Company in quarterly installments: Annual MSA Fee Fortress partner company Effective Date (Income)/Expense Helocyte March 20, 2015 $ 500 Avenue 1 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 Oncogenuity February 10, 2017 500 Fortress (4,000) Consolidated (Income)/Expense $ — Note 1: Concurrently with the execution and delivery of the Avenue SPMA entered into among, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the Avenue SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the Avenue SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. (See Note 4). |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Information | |
Segment Information | 17. 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. The following tables summarize, for the periods indicated, operating results from continued operations by reportable segment: Pharmaceutical and ($in thousands) Dermatology Biotechnology Products Product Three Months Ended September 30, 2020 Sales Development Consolidated Net revenue $ 9,447 $ 28 $ 9,475 Direct cost of goods (3,379) — (3,379) Sales and marketing costs (4,649) — (4,649) Research and development — (13,756) (13,756) General and administrative (1,254) (9,480) (10,734) Other expense (113) (6,808) (6,921) Segment income (loss) $ 52 (30,016) $ (29,964) Segment assets Intangible assets, net 11,039 — 11,039 Tangible assets 21,108 263,732 284,840 Total segment assets $ 32,147 $ 263,732 $ 295,879 Pharmaceutical and Dermatology Biotechnology ($ in thousands) Products Product Three Months Ended September 30, 2019 Sales Development Consolidated Net revenue $ 9,492 $ 280 $ 9,772 Direct cost of goods (2,702) — (2,702) Sales and marketing costs (4,370) — (4,370) Research and development — (15,271) (15,271) General and administrative (669) (9,300) (9,969) Other expense (108) (2,322) (2,430) Segment income (loss) $ 1,643 $ (26,613) $ (24,970) Segment assets Intangible assets, net 7,731 — 7,731 Tangible assets 10,966 202,891 213,857 Total segment assets $ 18,697 $ 202,891 $ 221,588 Pharmaceutical and Dermatology Biotechnology ($in thousands) Products Product Nine Months Ended September 30, 2020 Sales Development Consolidated Net revenue $ 30,808 $ 1,042 $ 31,850 Direct cost of goods (10,313) — (10,313) Sales and marketing costs (12,728) — (12,728) Research and development — (46,146) (46,146) General and administrative (3,556) (29,074) (32,630) Other expense (492) (12,036) (12,528) Segment income (loss) $ 3,719 (86,214) $ (82,495) Segment assets Intangible assets, net 11,039 — 11,039 Tangible assets 21,108 263,732 284,840 Total segment assets $ 32,147 $ 263,732 $ 295,879 Pharmaceutical and Dermatology Biotechnology ($in thousands) Products Product Nine Months Ended September 30, 2019 Sales Development Consolidated Net revenue $ 23,816 $ 1,683 $ 25,499 Direct cost of goods (6,972) — (6,972) Sales and marketing costs (12,064) — (12,064) Research and development — (57,705) (57,705) General and administrative (1,808) (27,388) (29,196) Other expense (108) 11,841 11,733 Segment income (loss) $ 2,864 $ (71,569) $ (68,705) Segment assets Intangible assets, net 7,731 — 7,731 Tangible assets 10,966 202,891 213,857 Total segment assets $ 18,697 $ 202,891 $ 221,588 |
Revenues from Contracts and Sig
Revenues from Contracts and Significant Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenues from Contracts and Significant Customers | |
Revenues from Contracts and Significant Customers | 18. Revenues from Contracts and Significant Customers Disaggregation of Total Revenue Product revenue is comprised of Journey’s five marketed products: Targadox®, Luxamend®, Ceracade®, Exelderm® and Ximino®. Substantially all of the product revenue is recorded in the U.S. The Company’s related party revenue is from Checkpoint’s collaboration with TGTX. The table below summarizes the Company’s revenue for the three and nine months ending September 30, 2020 and 2019: Three months ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue Product revenue, net $ 9,447 $ 9,492 $ 30,808 $ 23,816 Revenue – related party 28 280 1,042 1,683 Net revenue $ 9,475 $ 9,772 $ 31,850 $ 25,499 Significant Customers For the three months ended September 30, 2020, none of the Company’s Dermatology Products customers accounted for more than 10% of its total gross product revenue. For the nine months ended September 30, 2020, one of the Company’s Dermatology Products customers accounted for more than 10% of its total gross product revenue. For the three and nine months ended September 30, 2019, gross product revenue under the 3PL Title Model accounted for approximately 60% and 76%, respectively. At September 30, 2020, one of the Company’s Dermatology Products customers accounted for more than 10% of its total accounts receivable balance at 14.5%. At September 30, 2019, two of the Company’s Dermatology Products customers accounted for more than 10% of its total accounts balance in the amounts of $3.5 million and $2.8 million. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income taxes | |
Income taxes | 19. Income taxes In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer's social security payments, net operating loss utilization and carryback periods and modifications to the net interest deduction limitations. At this time, the Company does not believe that the CARES Act will have a material impact on its income tax provision for 2020. The Company will continue to evaluate the impact of the CARES Act on its financial position, results of operations and cash flows. The Company and its subsidiaries are subject to US federal and state income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of Management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. 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. Income tax expense for the three and nine months ended September 30, 2020 and 2019 is based on the estimated annual effective tax rate. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited financial statements for the preceding fiscal year for each of the companies: Avenue, Checkpoint and Mustang. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 16, 2020, from which the Company derived the balance sheet data at December 31, 2019, as well as Checkpoint’s Form 10-K, filed with the SEC on March 11, 2020, Mustang’s Form 10-K, filed with the SEC on March 16, 2020, and Avenue’s Form 10-K, filed with the SEC on March 30, 2020. The Company’s unaudited condensed 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. The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. |
Use of Estimates | Use of Estimates The Company’s unaudited condensed 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. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) (“ASU 470-20”) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 815-40”) , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer and will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, for the Company as it is a smaller reporting company. Early adoption will be permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. 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 condensed consolidated 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. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations | |
Schedule of cash flows statement | The table below depicts the cash flows from the sale of the Company’s investment in National Holdings Corporation, a diversified independent brokerage company (together with its subsidiaries, herein referred to as “NHLD” or “National”) for the nine months ended September 30, 2019: For the Nine Months Ended September 30, ($ in thousands) 2019 Investing activities Proceeds from sale of National $ 13,089 Total cash provided by discontinued investing activities $ 13,089 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property and Equipment | |
Schedule of property and equipment | Fortress’ property and equipment consisted of the following: Useful Life September 30, December 31, ($ in thousands) (Years) 2020 2019 (Unaudited) Computer equipment 3 $ 662 $ 648 Furniture and fixtures 5 1,199 1,162 Machinery & equipment 5 5,014 4,594 Leasehold improvements 5 -15 10,580 9,358 Construction in progress 1 N/A 821 1,157 Total property and equipment 18,276 16,919 Less: Accumulated depreciation (6,162) (4,486) Property and equipment, net $ 12,114 $ 12,433 Note 1: Relates to the Mustang cell processing facility. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 as of September 30, 2020 and December 31, 2019: Fair Value Measurement as of September 30, 2020 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,723 $ 11,723 Total $ — $ — $ 11,723 $ 11,723 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 |
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 as of September 30, 2020: Investment in Warrant ($ in thousands) Caelum Liabilities Total Balance at December 31, 2019 $ 11,148 $ 27 $ 11,175 Change in fair value — 1,189 1,189 Reclass partner company's warrants from liability to equity — (1,216) (1,216) Change in fair value of investments 575 — 575 Balance at September 30, 2020 $ 11,723 $ — $ 11,723 |
Warrants [Member] | Caelum [Member] | |
Schedule of weighted average (in aggregate) significant unobservable inputs | September 30, 2020 December 31, 2019 Risk-free interest rate 0.69 % 1.92 % Expected dividend yield — — Expected term in years 10.0 10.0 Expected volatility 85 % 93 % Probability of issuance of the warrant 100 % 5 % |
Schedule of fair value of derivative warrant liability | Cyprium Contingently Issuable Warrant ($ in thousands) Liability Beginning balance at January 1, 2020 $ 27 Change in fair value 1,189 Reclass partner company's warrants from liability to equity (1,216) Ending balance at September 30, 2020 $ - |
Licenses Acquired (Tables)
Licenses Acquired (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Licenses Acquired | |
Schedule of research and development-licenses | Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 Partner companies: Mustang $ 287 $ 700 $ 1,837 $ 1,350 Aevitas 162 — 162 — Baergic 8 — 8 — Oncogenuity 1 — 271 — Total $ 458 $ 700 $ 2,278 $ 1,350 |
Schedule of research and development for licenses acquired | For the three and nine months ended September 30, 2020 and 2019, Mustang recorded the following expense in research and development for licenses acquired: For the Three Months Ended September 30, For the Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 City of Hope National Medical Center CD123 (MB-102) 3 $ — $ — $ 334 $ 250 IL13Rα2 (MB-101) 3 — — 333 — HER2 (MB-103) 1 — — 250 — CS1 (MB-104) — — — 200 PSCA (Spacer) 3 — 200 333 200 Fred Hutch - CD20 (MB-106) 2 — — 300 — Nationwide Children’s Hospital - C134 (MB-108) — — — 200 CSL Behring (Calimmune) 170 200 170 200 UCLA — 300 — 300 SIRION LentiBOOST TM 117 — 117 — Total $ 287 $ 700 $ 1,837 $ 1,350 Note 1: Represents a non-refundable milestone payment in connection with the twelth patient treated in the Phase 1 clinical study of MB-103 at COH, for the nine months ended September 30, 2020. Note 2: Represents a non-refundable milestone payment in connection with the twelth patient treated in the Phase 1 clinical study of MB-106 at Fred Hutch, for the nine months ended September 30, 2020. Note 3: Represents a milestone payment to COH in connection with Mustang’s public underwritten offerings, for the nine months ended September 30, 2020. |
Sponsored Research and Clinic_2
Sponsored Research and Clinical Trial Agreements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Aevitas | |
Schedule of research and development for sponsored research and clinical trial agreements | For the three and nine months ended September 30, 2020 and 2019, Aevitas recorded the following expense in connection with its sponsored research and clinical trial agreements: For the Three Months Ended September 30, For the Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 UMass - adeno-associated virus ("AAV") 163 — 218 — UPenn - AAV — 255 567 755 Duke - AAV — 17 — 17 Total $ 163 $ 272 $ 785 $ 772 |
Mustang [Member] | |
Schedule of research and development for sponsored research and clinical trial agreements | For the three and nine months ended September 30, 2020 and 2019, Mustang recorded the following expense in research and development for sponsored research and clinical trial agreements: For the Three Months Ended September 30, For the Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 City of Hope National Medical Center $ — $ 500 $ 500 $ 1,500 CD123 (MB-102) 48 269 344 1,028 IL13Rα2 (MB-101) 96 244 422 811 Manufacturing — 114 — 343 CS1 (MB-104) 65 — 835 — Beth Israel Deaconess Medical Center - CRISPR — — — 69 St. Jude Children's Research Hospital - XSCID (MB-107) 107 — 1,665 — Fred Hutchinson Cancer Research Center - CD20 (MB-106) 418 49 1,134 690 Total $ 734 $ 1,176 $ 4,900 $ 4,441 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Intangibles, net | |
Schedule of JMC intangible asset | The table below provides a summary of the Journey intangible assets as of September 30, 2020 and December 31, 2019, respectively: Estimated Useful ($ in thousands) Lives (Years) September 30, 2020 December 31, 2019 (Unaudited) Total Intangible assets – asset purchases 3 to 7 $ 14,661 $ 9,934 Accumulated amortization (3,622) (2,557) Net intangible assets $ 11,039 $ 7,377 |
Schedule of JMC recognized expense related to its product licenses | The table below provides a summary for the nine months ended September 30, 2020, of Journey’s recognized expense related to its product licenses, which was recorded in costs of goods sold on the condensed consolidated statement of operations: Intangible ($ in thousands) Assets, Net Beginning balance at January 1, 2020 $ 7,377 Additions: Oral acne treatment license acquisition 1 4,727 Amortization expense (1,065) Ending balance at September 30, 2020 $ 11,039 Note 1: As of September 30, 2020, this asset has not yet been placed in service, therefore no amortization expense was recognized on this asset for the quarter ended September 30, 2020. The Company expects the asset to be placed in service in the first half of 2021. Once the asset is placed in service the Company will amortize the asset over five years, which represents its expected useful life. |
Schedule of future amortization of intangible assets | The future amortization of these intangible assets is as follows: Total ($ in thousands) Ximino® Exelderm® Amortization Three Months Ended December 31, 2020 $ 254 $ 100 $ 354 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 Sub-total $ 5,945 $ 367 $ 6,312 Asset not yet placed in service 4,727 Total $ 5,945 $ 367 $ 11,039 |
Debt and Interest (Tables)
Debt and Interest (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt and Interest | |
Schedule of debt | Total debt consists of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, ($ in thousands) 2020 2019 Interest rate Maturity IDB Note $ — $ 14,929 2.25 % Aug - 2021 2017 Subordinated Note Financing 3 — 3,254 8.00 % March - 2022 2017 Subordinated Note Financing 3 — 13,893 8.00 % May - 2022 2017 Subordinated Note Financing 3 — 1,820 8.00 % June - 2022 2017 Subordinated Note Financing 3 — 3,018 8.00 % August - 2022 2017 Subordinated Note Financing — 6,371 8.00 % September - 2022 2018 Venture Notes 4 — 6,517 8.00 % August - 2021 2018 Venture Notes 4 — 15,190 8.00 % September - 2021 2019 Notes 1 — 9,000 12.00 % September - 2021 Mustang Horizon Notes 2 — 15,750 9.00 % October - 2022 Oaktree Note 60,000 — 11.00 % August - 2025 Total notes payable 60,000 89,742 Less: Discount on notes payable 8,607 5,086 Total notes payable $ 51,393 $ 84,656 Note 1: Formerly the Opus Credit Facility (see Note 16.) Note 2: Interest rate was 9.0% plus one-month LIBOR Rate in excess of 2.5%. Note 3: As a result of a one-year maturity date extension effective 2020, the interest rate increased by 1% to 9.0%. Note 4: At December 31, 2019, $6.0 million is included in Notes payable, short-term on the condensed consolidated balance sheet. |
Schedule of interest expense for all debt arrangements | The following table shows the details of interest expense for all debt arrangements during the periods presented. Interest expense includes contractual interest; fees include amortization of the debt discount and amortization of fees associated with loan transaction costs, amortized over the life of the loan: Three Months Ended September 30, 2020 2019 ($ in thousands) Interest Fees Total Interest Fees Total IDB Note $ 77 $ — $ 77 $ 86 $ — $ 86 2017 Subordinated Note Financing 1 694 1,374 2,068 1,072 326 1,398 2019 Notes 172 — 172 275 104 379 2018 Venture Notes 1 387 638 1,025 438 166 604 LOC Fees 14 — 14 14 — 14 Mustang Horizon Notes 1,3 895 1,792 2,687 345 234 579 Oaktree Note 1 624 108 732 — — — Note Payable 2 187 — 187 — 108 108 Other (4) — (4) — — — Total Interest Expense and Financing Fee $ 3,046 $ 3,912 $ 6,958 $ 2,230 $ 938 $ 3,168 Nine Months Ended September 30, 2020 2019 ($ in thousands) Interest Fees Total Interest Fees Total IDB Note $ 246 $ — $ 246 $ 254 $ - $ 254 2017 Subordinated Note Financing 1 2,870 1,890 4,760 3,148 1,081 4,229 2019 Notes 710 — 710 840 336 1,176 2018 Venture Notes 1 1,253 1,000 2,253 1,299 468 1,767 LOC Fees 45 — 45 45 — 45 Mustang Horizon Notes 1,3 1,585 2,321 3,906 698 466 1,164 Oaktree Note 1 624 108 732 — — — Note Payable 2 492 — 492 — 108 108 Other (2) — (2) — — — Total Interest Expense and Financing Fee $ 7,823 $ 5,319 $ 13,142 $ 6,284 $ 2,459 $ 8,743 Note 1: For the three and nine months ended September 30, 2020, $1.2 million expense of unamortized debt discount fees for the 2017 Subordinated Note Financing, $0.3 million for the 2018 Venture Notes and $1.8 million for the Mustang Horizon Notes. Note 2: Imputed interest expense related to Journey’s agreements for Ximino and oral acne treatment. Note 3: Included in interest expense for the three and nine months ended September 30, 2020 was $0.6 million of prepayment penalties included in interest expense for the Mustang Horizon Notes. |
Accrued Liabilities and other_2
Accrued Liabilities and other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accrued Liabilities and other Long-Term Liabilities | |
Schedule of accrued expenses and other long-term liabilities | Accrued expenses and other long-term liabilities consisted of the following: September 30, December 31, ($ in thousands) 2020 2019 Accrued expenses: Professional fees $ 1,672 $ 1,153 Salaries, bonus and related benefits 5,677 6,683 Accrued expense - related party 19 — Research and development 4,604 4,215 Research and development - manufacturing — 1,017 Research and development - license maintenance fees 629 361 Research and development - milestones 600 — Accrued royalties payable 1,908 2,320 Accrued coupon expense 5,476 8,391 Other 547 1,259 Total accrued expenses $ 21,132 $ 25,399 Other long-term liabilities: Deferred rent and long-term lease abandonment charge 1 $ 1,996 $ 2,136 Long-term notes payable, net (Journey) Ximino agreement 2 3,456 4,990 Oral acne treatment agreement 3 2,753 — Total other long-term liabilities $ 8,205 $ 7,126 Note 1: As of September 30, 2020, and December 31, 2019, the balance consists of deferred charges related to build-out of the New York facility. Note 2: As of September 30, 2020, and December 31, 2019, the imputed interest discount was $1.5 million and $2.0 million, respectively, in connection with its acquisition of Ximino in July 2019. Amortization of interest discount was $0.5 million for the nine months ended September 30, 2020, and $0.1 million for the nine months ended September 30, 2019. As of September 30, 2020, $2.0 million of note payable was classified as short-term. Note 3: As of September 30, 2020, the imputed discount balance was $0.2 million. The imputed interest discount was calculated utilizing a 4.00% effective rate, which represents the market rate for an asset-backed three year loan, secured by receivables. As of September 30, 2020, $1.0 million of note payable was classified as short-term. |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Non-Controlling Interests | |
Schedule of non-controlling interests in consolidated entities | Non-controlling interests in consolidated entities are as follows: For the nine months ended As of September 30, 2020 September 30, 2020 As of September 30, 2020 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) NCI equity share non-controlling interests in consolidated entities ownership Aevitas $ (2,297) (680) (2,977) 39.0 % Avenue 2 5,709 (3,206) 2,503 77.4 % Baergic (1,605) (68) (1,673) 40.0 % Cellvation (1,072) (145) (1,217) 22.6 % Checkpoint 1 37,963 (9,000) 28,963 80.0 % Coronado SO (290) — (290) 13.0 % Cyprium 784 (843) (59) 28.4 % Helocyte (4,890) (236) (5,126) 18.8 % JMC 123 257 380 6.9 % Mustang 2 86,572 (27,035) 59,537 77.9 % Oncogenuity (47) (268) (315) 25.3 % Tamid (652) (40) (692) 22.8 % Total $ 120,298 $ (41,264) $ 79,034 For the twelve months ended As of December 31, 2019 December 31, 2019 As of December 31, 2019 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) NCI equity share non-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 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. |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Net Loss per Common Share | |
Schedule of diluted weighted average shares outstanding | The following shares of potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as the effect of including such securities would be anti-dilutive for the nine months ended September 30, 2020: Nine Months Ended September 30, 2020 2019 Warrants to purchase Common Stock 3,026,693 2,745,364 Options to purchase Common Stock 1,187,600 1,169,293 Unvested Restricted Stock 14,305,949 12,622,881 Unvested Restricted Stock Units 434,215 791,610 Total 18,954,457 17,329,148 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2020 2019 2020 2019 Employee awards $ 1,200 $ 936 $ 3,732 $ 2,791 Executive awards of Fortress Companies' stock 369 358 1,136 1,065 Non-employee awards 31 15 136 84 Warrants 32 97 97 97 Partner Companies: Avenue 161 298 592 1,585 Checkpoint 725 833 2,095 2,444 Mustang 606 1,120 2,368 2,174 Other 47 84 163 183 Total stock-based compensation expense $ 3,171 $ 3,741 $ 10,319 $ 10,423 |
Schedule of Stock option activities | The following table summarizes Fortress stock option activities excluding activity related to Fortress partner companies: Weighted average Total remaining Weighted average weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2019 1,410,501 $ 4.30 $ 684,752 2.33 Exercised (100,000) 1.18 — — Forfeited (247,011) 2.55 — — Options vested and expected to vest at September 30, 2020 1,063,490 $ 5.00 $ 1,044,218 2.87 |
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 Companies: Weighted average grant Number of shares price Unvested balance at December 31, 2019 13,768,014 $ 2.46 Restricted stock granted 1,873,072 2.57 Restricted stock vested (1,549,564) 2.69 Restricted stock units granted 630,126 3.82 Restricted stock units forfeited (106,250) 2.71 Restricted stock units vested (368,290) 3.13 Unvested balance at September 30, 2020 14,247,108 $ 2.49 |
Schedule of Warrant activities | The following table summarizes Fortress warrant activities, excluding activities related to Fortress Companies: Total weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2019 2,741,180 $ 3.19 $ 111,000 2.73 Granted 1,849,450 3.14 1,657,538 — Forfeited (9) 3.00 — — Outstanding as of September 30, 2020 4,590,621 $ 3.17 $ 4,111,018 5.10 Exercisable as of September 30, 2020 4,430,621 $ 3.21 $ 3,816,818 5.05 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Schedule of lease expense | During the three and nine months ended September 30, 2020 and 2019, the Company recorded the following as lease expense, which was recorded in general and administrative expense on the Company's Condensed Consolidated Statement of Operations: Three Months Ended September 30, Nine Months Ended September 30, ($in thousands) 2020 2019 2020 2019 Lease Cost Operating lease cost $ 816 $ 798 $ 2,436 $ 2,397 Shared lease costs (469) (479) (1,409) (1,408) Variable lease cost 178 160 411 575 Total lease expense $ 525 $ 479 $ 1,438 $ 1,564 The following tables summarize quantitative information about the Company's operating leases, under the adoption of Topic 842, Leases Nine Months Ended September 30, ($in thousands) 2020 2019 Operating cash flows from operating leases $ (2,127) $ (2,185) Weighted-average remaining lease term – operating leases (years) 5.9 6.4 Weighted-average discount rate – operating leases 6.2 % 6.2 % |
Schedule of Future Minimum Rental Payments for Operating Leases | Future Lease ($ in thousands) Liability Three Months Ended December 31, 2020 $ 839 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 operating lease liabilities 33,637 Less: present value discount (9,085) Net operating lease liabilities, short-term and long-term $ 24,552 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Schedule of effective date and PIK dividend or equity fee payable | The Company has entered into Founders Agreements and, in some cases, Exchange Agreements with certain of its subsidiaries as described in the Company's Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes, by partner company, 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 Fortress Partner Company Effective Date 1 capitalization Issued Helocyte March 20, 2015 2.5 % Common Stock Avenue February 17, 2015 0.0 % 2 Common Stock Mustang March 13, 2015 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % 3 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Caelum January 1, 2017 0.0 % 4 Common Stock Baergic December 17, 2019 5 2.5 % Common Stock Cyprium March 13, 2017 2.5 % Common Stock Aevitas July 28, 2017 2.5 % Common Stock Oncogenuity April 22, 2020 5 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year. Note 2: Concurrently with the execution and delivery of the Stock Purchase and Merger Agreement (“Avenue SPMA”) entered into between, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “ SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the Avenue SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the Avenue SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. Note 3: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization. Note 4: Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of the DOSPA between Caelum and Alexion (See Note 4). Note 5: Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. |
Schedule of effective date and annual consulting fee payable by the subsidiary to the Company | The Company has entered in Management Services Agreements (the “MSAs”) with certain of its partner companies as described in the Company’s Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes the effective date of the MSA and the annual consulting fee payable by the partner company to the Company in quarterly installments: Annual MSA Fee Fortress partner company Effective Date (Income)/Expense Helocyte March 20, 2015 $ 500 Avenue 1 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 Oncogenuity February 10, 2017 500 Fortress (4,000) Consolidated (Income)/Expense $ — Note 1: Concurrently with the execution and delivery of the Avenue SPMA entered into among, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the Avenue SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the Avenue SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. (See Note 4). |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Information | |
Schedule of continued operations by reportable segment | 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. The following tables summarize, for the periods indicated, operating results from continued operations by reportable segment: Pharmaceutical and ($in thousands) Dermatology Biotechnology Products Product Three Months Ended September 30, 2020 Sales Development Consolidated Net revenue $ 9,447 $ 28 $ 9,475 Direct cost of goods (3,379) — (3,379) Sales and marketing costs (4,649) — (4,649) Research and development — (13,756) (13,756) General and administrative (1,254) (9,480) (10,734) Other expense (113) (6,808) (6,921) Segment income (loss) $ 52 (30,016) $ (29,964) Segment assets Intangible assets, net 11,039 — 11,039 Tangible assets 21,108 263,732 284,840 Total segment assets $ 32,147 $ 263,732 $ 295,879 Pharmaceutical and Dermatology Biotechnology ($ in thousands) Products Product Three Months Ended September 30, 2019 Sales Development Consolidated Net revenue $ 9,492 $ 280 $ 9,772 Direct cost of goods (2,702) — (2,702) Sales and marketing costs (4,370) — (4,370) Research and development — (15,271) (15,271) General and administrative (669) (9,300) (9,969) Other expense (108) (2,322) (2,430) Segment income (loss) $ 1,643 $ (26,613) $ (24,970) Segment assets Intangible assets, net 7,731 — 7,731 Tangible assets 10,966 202,891 213,857 Total segment assets $ 18,697 $ 202,891 $ 221,588 Pharmaceutical and Dermatology Biotechnology ($in thousands) Products Product Nine Months Ended September 30, 2020 Sales Development Consolidated Net revenue $ 30,808 $ 1,042 $ 31,850 Direct cost of goods (10,313) — (10,313) Sales and marketing costs (12,728) — (12,728) Research and development — (46,146) (46,146) General and administrative (3,556) (29,074) (32,630) Other expense (492) (12,036) (12,528) Segment income (loss) $ 3,719 (86,214) $ (82,495) Segment assets Intangible assets, net 11,039 — 11,039 Tangible assets 21,108 263,732 284,840 Total segment assets $ 32,147 $ 263,732 $ 295,879 Pharmaceutical and Dermatology Biotechnology ($in thousands) Products Product Nine Months Ended September 30, 2019 Sales Development Consolidated Net revenue $ 23,816 $ 1,683 $ 25,499 Direct cost of goods (6,972) — (6,972) Sales and marketing costs (12,064) — (12,064) Research and development — (57,705) (57,705) General and administrative (1,808) (27,388) (29,196) Other expense (108) 11,841 11,733 Segment income (loss) $ 2,864 $ (71,569) $ (68,705) Segment assets Intangible assets, net 7,731 — 7,731 Tangible assets 10,966 202,891 213,857 Total segment assets $ 18,697 $ 202,891 $ 221,588 |
Revenues from Contracts and S_2
Revenues from Contracts and Significant Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenues from Contracts and Significant Customers | |
Schedule of disaggregation of total revenues | Product revenue is comprised of Journey’s five marketed products: Targadox®, Luxamend®, Ceracade®, Exelderm® and Ximino®. Substantially all of the product revenue is recorded in the U.S. The Company’s related party revenue is from Checkpoint’s collaboration with TGTX. The table below summarizes the Company’s revenue for the three and nine months ending September 30, 2020 and 2019: Three months ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue Product revenue, net $ 9,447 $ 9,492 $ 30,808 $ 23,816 Revenue – related party 28 280 1,042 1,683 Net revenue $ 9,475 $ 9,772 $ 31,850 $ 25,499 |
Discontinued Operations- Cash f
Discontinued Operations- Cash flows from the transaction (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Investing activities | |||
Proceeds from sale of National | $ 13,089 | ||
Total cash provided by discontinued investing activities | $ 0 | $ 13,089 | $ 0 |
Collaboration and Stock Purch_2
Collaboration and Stock Purchase Agreements (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||||
Dec. 31, 2019 | Feb. 08, 2019 | Jan. 31, 2019 | Jan. 30, 2019 | Sep. 30, 2020 | 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 | |||||
Alexion [Member] | ||||||
Potential Additional Payments, Maximum | $ 500 | |||||
Alexion [Member] | Caelum [Member] | ||||||
Initial contingent payments | $ 30 | |||||
Additional upfront funding | 20 | |||||
Funding for additional equity interest | $ 60 | |||||
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] | Avenue [Member] | Minimum [Member] | ||||||
Net sales threshold | $ 400 | |||||
Slab Two [Member] | Sales [Member] | Avenue [Member] | Maximum [Member] | ||||||
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 | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 18,276 | $ 16,919 |
Less: Accumulated depreciation | (6,162) | (4,486) |
Property and equipment, net | 12,114 | 12,433 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 662 | 648 |
Useful Life (Years) | 3 years | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,199 | 1,162 |
Useful Life (Years) | 5 years | |
Machinery & equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,014 | 4,594 |
Useful Life (Years) | 5 years | |
Leasehold improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 15 years | |
Leasehold improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Leasehold improvements [Member] | Fortress Biotech Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 10,580 | 9,358 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 821 | $ 1,157 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property and Equipment | ||||
Depreciation | $ 600 | $ 500 | $ 1,676 | $ 1,414 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingently Issuable Warrants with option pricing model (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability of issuance of the warrant | 100.00% | 5.00% |
Caelum Warrant Liabilities [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.69% | 1.92% |
Caelum Warrant Liabilities [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Caelum Warrant Liabilities [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term in years | 10 years | 10 years |
Caelum Warrant Liabilities [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 85.00% | 93.00% |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Contingently Issuable Warrant liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value Measurements | ||
Beginning balance | $ 27 | |
Change in fair value | 1,189 | |
Reclass partner company's warrants from liability to equity | $ (1,216) | $ 0 |
Fair Value Measurements - Exclu
Fair Value Measurements - Exclusive of National Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Total | $ 11,723 | $ 11,148 |
Liabilities | ||
Liabilities | 27 | |
Warrants [Member] | ||
Liabilities | ||
Liabilities | 27 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Total | 0 | 0 |
Liabilities | ||
Liabilities | 0 | |
Fair Value, Inputs, Level 1 [Member] | Warrants [Member] | ||
Liabilities | ||
Liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Total | 0 | 0 |
Liabilities | ||
Liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrants [Member] | ||
Liabilities | ||
Liabilities | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Total | 11,723 | 11,148 |
Liabilities | ||
Liabilities | 27 | |
Fair Value, Inputs, Level 3 [Member] | Warrants [Member] | ||
Liabilities | ||
Liabilities | 27 | |
Caelum Convertible Notes [Member] | ||
Assets | ||
Fair value of investment | 11,723 | 11,148 |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Fair value of investment | 0 | 0 |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Fair value of investment | 0 | 0 |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Fair value of investment | $ 11,723 | $ 11,148 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in fair value (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Beginning Balance | $ 11,175 | |
Change in fair value | 1,189 | |
Reclass partner company's warrants from liability to equity | (1,216) | $ 0 |
Change in fair value of investments | 575 | |
Ending Balance | 11,723 | |
Caelum [Member] | ||
Beginning Balance | 11,148 | |
Change in fair value of investments | 575 | |
Ending Balance | 11,723 | |
Warrants [Member] | ||
Beginning Balance | 27 | |
Change in fair value | 1,189 | |
Reclass partner company's warrants from liability to equity | (1,216) | |
Ending Balance | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
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 | 0.12% | ||
Measurement Input Investments [Member] | Caelum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | $ 11.7 | $ 11.7 | $ 11.1 |
Fair Values Assumptions Expected Volatility Rate | 70.00% | ||
Fair Values Assumptions Risk Free Return | 1.60% | ||
Fair Values Assumptions Expected Discount For Lack Of Marketability | 28.70% | ||
Fair Values Assumptions Share Price | $ 1.54 | ||
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 | $ 1.62 | ||
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 | 28.60% | ||
Caelum Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Proceeds from Cyprium Offering | $ 8 | ||
Caelum Warrant Liabilities [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Values Assumptions Expected Volatility Rate | 85.00% | 93.00% |
Licenses Acquired - License as
Licenses Acquired - License as recorded in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | $ 458 | $ 700 | $ 2,278 | $ 1,350 |
Mustang [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 287 | $ 700 | 1,837 | $ 1,350 |
Aevitas [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 162 | 162 | ||
Baergic[Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 8 | 8 | ||
Oncogenuity [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | $ 1 | $ 271 |
Licenses Acquired - Mustang exp
Licenses Acquired - Mustang expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | $ 458 | $ 700 | $ 2,278 | $ 1,350 |
Mustang [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 287 | 700 | 1,837 | 1,350 |
Mustang [Member] | City of Hope (COH) - CD123 (MB-102) [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 0 | 0 | 334 | 250 |
Mustang [Member] | City of Hope (COH) - IL13R2 (MB-101) [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 0 | 0 | 333 | 0 |
Mustang [Member] | City of Hope (COH) - HER2 (MB-103) [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 0 | 0 | 250 | 0 |
Mustang [Member] | City of Hope (COH) - CSI (MB-104) [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 0 | 0 | 0 | 200 |
Mustang [Member] | City of Hope (COH) - Spacer [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 0 | 200 | 333 | 200 |
Mustang [Member] | Fred Hutch - CD20 CAR T (MB-106) [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 0 | 0 | 300 | 0 |
Mustang [Member] | Nationwide Children's Hospital - C134 (MB-108) [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 0 | 0 | 0 | 200 |
Mustang [Member] | CSL Behring (Calimmune) [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 170 | 200 | 170 | 200 |
Mustang [Member] | UCLA [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | 0 | 300 | 0 | 300 |
Mustang [Member] | SIRION LentiBOOST [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total Research and Development - Licenses Acquired | $ 117 | $ 0 | $ 117 | $ 0 |
Licenses Acquired - Additional
Licenses Acquired - Additional Information (Detail) $ / shares in Units, € in Millions | Sep. 30, 2020USD ($) | Sep. 30, 2020EUR (€) | May 06, 2020USD ($)shares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2020EUR (€) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2020EUR (€) | Sep. 30, 2019USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Total consideration | $ 1,000,000 | $ 2,400,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 18,000 | 18,000 | |||||||
Product revenue, net | 9,447,000 | $ 9,492,000 | 30,808,000 | $ 23,816,000 | |||||
Licensing Agreements [Member] | SIRION Technology License [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Payment of Upfront Fees | $ 100,000 | € 0.1 | $ 100,000 | € 0.1 | |||||
Licensing Agreements [Member] | SIRION Technology License [Member] | Additional Milestone Payments [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenue Recognition Milestone Method Payments Due | $ 4,100,000 | € 3.5 | |||||||
Licensing Agreements [Member] | SIRION Technology License [Member] | Development Milestone [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenue Recognition Milestone Method Payments Due | $ 5,600,000 | € 4.7 | |||||||
Licensing Agreements [Member] | Columbia License [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Payment of Upfront Fees | $ 300,000 | ||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 1,000,000 | ||||||||
Percentage of common shares issued (in percent) | 10.00% | ||||||||
Licensing Agreements [Member] | Columbia License [Member] | Valuation Technique, Discounted Cash Flow [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Percentage of lack of marketability | 41.70% | 41.70% | 41.70% | 41.70% | |||||
Percentage of weighted average cost of capital | 20.50% | 20.50% | 20.50% | 20.50% | |||||
Net of debt in per share | $ / shares | $ 0.021 | $ 0.021 | |||||||
Amount of net of debt utilized | $ 21,000 | $ 21,000 | |||||||
Licensing Agreements [Member] | Columbia License [Member] | Development Milestone [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenue Recognition Milestone Method Payments Due | 18,000,000 | ||||||||
Licensing Agreements [Member] | Columbia License [Member] | Product milestone | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenue Recognition Milestone Method Payments Due | 15,300,000 | ||||||||
Licensing Agreements [Member] | Columbia License [Member] | Sale Milestone [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenue Recognition Milestone Method Payments Due | $ 15,000,000 |
Sponsored Research and Clinic_3
Sponsored Research and Clinical Trial Agreements - Summary of Aevitas expense related to its sponsored research agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total Research and Development - Licenses Acquired | $ 458 | $ 700 | $ 2,278 | $ 1,350 |
Research and clinical trial agreements [Member] | Aevitas | ||||
Total Research and Development - Licenses Acquired | 163 | 272 | 785 | 772 |
Research and clinical trial agreements [Member] | Aevitas | UMass - AAV [Member] | ||||
Total Research and Development - Licenses Acquired | 163 | 0 | 218 | 0 |
Research and clinical trial agreements [Member] | Aevitas | UPenn - AAV [Member] | ||||
Total Research and Development - Licenses Acquired | 0 | 255 | 567 | 755 |
Research and clinical trial agreements [Member] | Aevitas | Duke - AAV [Member] | ||||
Total Research and Development - Licenses Acquired | $ 0 | $ 17 | $ 0 | $ 17 |
Sponsored Research and Clinic_4
Sponsored Research and Clinical Trial Agreements - Summary of Mustang expense related to its sponsored research agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total Research and Development - Licenses Acquired | $ 458 | $ 700 | $ 2,278 | $ 1,350 |
Mustang [Member] | ||||
Total Research and Development - Licenses Acquired | 287 | 700 | 1,837 | 1,350 |
Research and clinical trial agreements [Member] | Mustang [Member] | ||||
Total Research and Development - Licenses Acquired | 734 | 1,176 | 4,900 | 4,441 |
Research and clinical trial agreements [Member] | Mustang [Member] | City of Hope National Medical Center [Member] | ||||
Total Research and Development - Licenses Acquired | 0 | 500 | 500 | 1,500 |
Research and clinical trial agreements [Member] | Mustang [Member] | City of Hope - CD123 (MB-102) [Member] | ||||
Total Research and Development - Licenses Acquired | 48 | 269 | 344 | 1,028 |
Research and clinical trial agreements [Member] | Mustang [Member] | City of Hope - IL13Ra2 (MB-101) [Member] | ||||
Total Research and Development - Licenses Acquired | 96 | 244 | 422 | 811 |
Research and clinical trial agreements [Member] | Mustang [Member] | City of Hope - Manufacturing [Member] | ||||
Total Research and Development - Licenses Acquired | 0 | 114 | 0 | 343 |
Research and clinical trial agreements [Member] | Mustang [Member] | City of Hope - CS1 (MB-104) [Member] | ||||
Total Research and Development - Licenses Acquired | 65 | 0 | 835 | 0 |
Research and clinical trial agreements [Member] | Mustang [Member] | Beth Israel Deaconess Medical Center - CRISPR | ||||
Total Research and Development - Licenses Acquired | 0 | 0 | 0 | 69 |
Research and clinical trial agreements [Member] | Mustang [Member] | St. Jude Children's Research Hospital XSCID MB-107 [Member] | ||||
Total Research and Development - Licenses Acquired | 107 | 0 | 1,665 | 0 |
Research and clinical trial agreements [Member] | Mustang [Member] | Fred Hutchinson Cancer Research Center CD20 MB-106 [Member] | ||||
Total Research and Development - Licenses Acquired | $ 418 | $ 49 | $ 1,134 | $ 690 |
Sponsored Research and Clinic_5
Sponsored Research and Clinical Trial Agreements - Additional Information (Details) - USD ($) $ in Thousands | Jul. 01, 2020 | Jun. 30, 2020 | May 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Research and Development Expense (Excluding Acquired in Process Cost) | $ 13,298 | $ 14,571 | $ 43,868 | $ 56,355 | ||||
Oncogenuity [Member] | ||||||||
Cost of the SRA | 200 | 300 | $ 0 | |||||
Funding commitment period | 5 years | |||||||
Mustang Bio, Inc [Member] | ||||||||
Payments For Research And Development Expenses | 800 | |||||||
Maximum cost associated with COH | $ 2,400 | |||||||
Cellvation [Member] | ||||||||
Cost of the SRA | 0 | $ 100 | 0 | $ 100 | ||||
Maximum [Member] | Oncogenuity [Member] | ||||||||
Sponsor Research Agreement Funding Commitment | $ 4,800 | |||||||
Mustang Bio, Inc [Member] | ||||||||
Cost of the SRA | $ 100 | $ 800 | ||||||
St. Jude - XSCID (MB-107) [Member] | Mustang [Member] | ||||||||
Payment of Upfront Fees | $ 1,100 |
Intangibles, net - Summary Of T
Intangibles, net - Summary Of The JMC Intangible Asset (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net intangible assets | $ 11,039 | $ 7,377 |
Journey Medical Corporation [Member] | ||
Total Intangible assets - asset purchases | 14,661 | 9,934 |
Accumulated amortization | (3,622) | (2,557) |
Net intangible assets | $ 11,039 | $ 7,377 |
Intangible assets - purchases | Journey Medical Corporation [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Intangible assets - purchases | Journey Medical Corporation [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years |
Intangibles, net - Cost Of Good
Intangibles, net - Cost Of Goods Sold (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Beginning balance at January 1, 2020 | $ 7,377 |
Ending balance at September 30, 2020 | 11,039 |
Journey Medical Corporation [Member] | |
Beginning balance at January 1, 2020 | 7,377 |
Asset not yet placed in service | 4,727 |
Acne product license acquisition | 4,727 |
Amortization expense | (1,065) |
Ending balance at September 30, 2020 | $ 11,039 |
Intangibles, net - Amortization
Intangibles, net - Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net intangible assets | $ 11,039 | $ 7,377 |
Journey Medical Corporation [Member] | ||
Three Months Ended December 31, 2020 | 354 | |
Year Ended December 31, 2021 | 1,286 | |
Year Ended December 31, 2022 | 1,019 | |
Year Ended December 31, 2023 | 1,019 | |
Year Ended December 31, 2024 | 1,019 | |
Thereafter | 1,615 | |
Sub-total | 6,312 | |
Asset not yet placed in service | 4,727 | |
Net intangible assets | 11,039 | $ 7,377 |
Ximino [Member] | Journey Medical Corporation [Member] | ||
Three Months Ended December 31, 2020 | 254 | |
Year Ended December 31, 2021 | 1,019 | |
Year Ended December 31, 2022 | 1,019 | |
Year Ended December 31, 2023 | 1,019 | |
Year Ended December 31, 2024 | 1,019 | |
Thereafter | 1,615 | |
Sub-total | 5,945 | |
Net intangible assets | 5,945 | |
Exelderm [Member] | Journey Medical Corporation [Member] | ||
Three Months Ended December 31, 2020 | 100 | |
Year Ended December 31, 2021 | 267 | |
Year Ended December 31, 2022 | 0 | |
Year Ended December 31, 2023 | 0 | |
Year Ended December 31, 2024 | 0 | |
Thereafter | 0 | |
Sub-total | 367 | |
Net intangible assets | $ 367 |
Intangibles, net - Additional i
Intangibles, net - Additional information (Details) $ in Thousands | Jul. 29, 2020USD ($)Milestone | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Asset Purchase Agreement | |||
Intangible asset, net | $ 11,039 | $ 7,377 | |
Acquired intangible assets, amortization period | 5 years | ||
Initial discount for imputed interest | $ 200 | ||
LSA | |||
Asset Purchase Agreement | |||
Upfront payment | $ 1,000 | ||
Intangible asset, net | $ 4,700 | ||
Total consideration | 5,000 | ||
Remaining payment due on third anniversary of execution | 1,000 | ||
Remaining payments due | 3,000 | ||
Remaining payment due on first anniversary of execution | 1,000 | ||
Remaining payment due on second anniversary of execution | 1,000 | ||
Initial discount for imputed interest | $ 300 | ||
Number of Additional Milestones | Milestone | 3 | ||
Asset Purchase Agreement, Additional Milestone, Payments Due | $ 17,000 | ||
Marketing milestones | Milestone | 2 | ||
Expected life term | 5 years | ||
Remaining payment amount | $ 1,000 | ||
First Anniversary of Execution [Member] | LSA | |||
Asset Purchase Agreement | |||
Term of anniversary | 18 months | ||
Second Anniversary of Execution [Member] | LSA | |||
Asset Purchase Agreement | |||
Term of anniversary | 24 months | ||
Third Anniversary of Execution [Member] | LSA | |||
Asset Purchase Agreement | |||
Term of anniversary | 36 months | ||
Journey Medical Corporation [Member] | |||
Asset Purchase Agreement | |||
Intangible asset, net | $ 11,039 | $ 7,377 | |
Minimum [Member] | Journey Medical Corporation [Member] | Intangible assets - purchases | |||
Asset Purchase Agreement | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Maximum [Member] | Journey Medical Corporation [Member] | Intangible assets - purchases | |||
Asset Purchase Agreement | |||
Finite-Lived Intangible Asset, Useful Life | 7 years |
Debt and Interest - Long-term d
Debt and Interest - Long-term debt (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Aug. 27, 2020 | Dec. 31, 2019 | |
Debt [Line Items] | |||
Total notes payable, long-term | $ 60,000 | $ 89,742 | |
Less: Discount of notes payable | 8,607 | 5,086 | |
Total notes payable | $ 51,393 | 84,656 | |
Interest Rate | 2.50% | ||
IDB Note [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | 14,929 | |
Interest Rate | 2.25% | ||
Maturity Date | August 1, 2021 | ||
2017 Subordinated Note Financing One [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | 3,254 | |
Less: Discount of notes payable | $ 1,200 | ||
Interest Rate | 8.00% | ||
Maturity Date | March 2, 2022 | ||
2017 Subordinated Note Financing Two [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | 13,893 | |
Interest Rate | 8.00% | ||
Maturity Date | May 1, 2022 | ||
2017 Subordinated Note Financing Three [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | 1,820 | |
Interest Rate | 8.00% | ||
Maturity Date | June 1, 2022 | ||
2017 Subordinated Note Financing Four [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | 3,018 | |
Interest Rate | 8.00% | ||
Maturity Date | August 1, 2022 | ||
2017 Subordinated Note Financing Five [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | 6,371 | |
Interest Rate | 8.00% | ||
Maturity Date | September 1, 2022 | ||
2018 Venture Notes One [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | 6,517 | |
Interest Rate | 8.00% | ||
Maturity Date | August 1, 2021 | ||
2018 Venture Notes Two [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | 15,190 | |
Interest Rate | 8.00% | ||
Maturity Date | September 1, 2021 | ||
2019 Notes [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | 9,000 | |
Interest Rate | 12.00% | ||
Maturity Date | September 1, 2021 | ||
Mustang Horizon Notes [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 0 | $ 15,750 | |
Interest Rate | 9.00% | ||
Maturity Date | October 1, 2022 | ||
Oaktree Note [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 60,000 | $ 60,000 | |
Interest Rate | 11.00% | 11.00% | |
Maturity Date | August 1, 2025 | ||
LIBOR Rate [Member] | |||
Debt [Line Items] | |||
Interest Rate | 9.00% | ||
Subordinated Note Financing 2017 One to Five | |||
Debt [Line Items] | |||
Increase (decrease) in interest rate | 1.00% | ||
Interest Rate | 9.00% | ||
Maturity date extension term | 1 year |
Debt and Interest - Schedule of
Debt and Interest - Schedule of Interest Expenses for Debt Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Debt [Line Items] | |||||
Interest | $ 3,046 | $ 2,230 | $ 7,823 | $ 6,284 | |
Amortization of fees | 3,912 | 938 | 5,319 | 2,459 | |
Interest and Debt Expense | 6,958 | 3,168 | 13,142 | 8,743 | |
Unamortized debt discount fees | 8,607 | 8,607 | $ 5,086 | ||
LOC Fees [Member] | |||||
Debt [Line Items] | |||||
Interest | 45 | 45 | |||
Amortization of fees | 0 | 0 | |||
Interest and Debt Expense | 45 | 45 | |||
IDB Note [Member] | |||||
Debt [Line Items] | |||||
Interest | 77 | 86 | 246 | 254 | |
Amortization of fees | 0 | 0 | 0 | ||
Interest and Debt Expense | 77 | 86 | 246 | 254 | |
2017 Subordinated Note Financing One [Member] | |||||
Debt [Line Items] | |||||
Interest | 694 | 1,072 | 2,870 | 3,148 | |
Amortization of fees | 1,374 | 326 | 1,890 | 1,081 | |
Interest and Debt Expense | 2,068 | 1,398 | 4,760 | 4,229 | |
Unamortized debt discount fees | 1,200 | 1,200 | |||
2019 Notes [Member] | |||||
Debt [Line Items] | |||||
Interest | 172 | 275 | 710 | 840 | |
Amortization of fees | 0 | 104 | 0 | 336 | |
Interest and Debt Expense | 172 | 379 | 710 | 1,176 | |
2018 Venture Notes [Member] | |||||
Debt [Line Items] | |||||
Interest | 387 | 438 | 1,253 | 1,299 | |
Amortization of fees | 638 | 166 | 1,000 | 468 | |
Interest and Debt Expense | 1,025 | 604 | 2,253 | 1,767 | |
Unamortized debt discount fees | 300 | 300 | |||
LOC Fees [Member] | LOC Fees [Member] | |||||
Debt [Line Items] | |||||
Interest | 14 | 14 | |||
Amortization of fees | 0 | 0 | |||
Interest and Debt Expense | 14 | 14 | |||
Mustang Horizon Notes [Member] | |||||
Debt [Line Items] | |||||
Interest | 895 | 345 | 1,585 | 698 | |
Amortization of fees | 1,792 | 234 | 2,321 | 466 | |
Interest and Debt Expense | 2,687 | 579 | 3,906 | 1,164 | |
Unamortized debt discount fees | 1,800 | 1,800 | |||
Interest expense | 600 | 600 | |||
Oaktree Note [Member] | |||||
Debt [Line Items] | |||||
Interest | 624 | 0 | 624 | 0 | |
Amortization of fees | 108 | 0 | 108 | 0 | |
Interest and Debt Expense | 732 | 0 | 732 | 0 | |
Note Payable [Member] | |||||
Debt [Line Items] | |||||
Interest | 187 | 0 | 492 | 0 | |
Amortization of fees | 0 | 108 | 0 | 108 | |
Interest and Debt Expense | 187 | 108 | 492 | 108 | |
Other [Member] | |||||
Debt [Line Items] | |||||
Interest | (4) | 0 | (2) | 0 | |
Amortization of fees | 0 | 0 | 0 | 0 | |
Interest and Debt Expense | $ (4) | $ 0 | $ (2) | $ 0 |
Debt and Interest- Additional I
Debt and Interest- Additional Information (Details) - USD ($) | Aug. 27, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 29, 2020 | Dec. 31, 2019 |
Total notes payable, long-term | $ 60,000,000 | $ 89,742,000 | |||
Notes payable, short-term | 6,000,000 | ||||
Total notes payable, long-term | $ 60,000,000 | $ 89,742,000 | |||
Interest Rate | 2.50% | ||||
Deferred Fees | $ 8,700,000 | ||||
Amortization of interest discount | 5,319,000 | $ 2,459,000 | |||
Oaktree Warrants [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,749,450 | 1,749,450 | |||
Fair value of warrants | $ 4,400,000 | 4,400,000 | |||
Oaktree Note [Member] | |||||
Total notes payable, long-term | 60,000,000 | 60,000,000 | |||
Total notes payable, long-term | $ 60,000,000 | $ 60,000,000 | |||
Interest Rate | 11.00% | 11.00% | |||
Upfront commitment fee (Percent) | 3.00% | ||||
Debt instrument face amount | $ 60,000,000 | ||||
Upfront commitment fee | 1,800,000 | ||||
Payment of agency fee | 35,000 | ||||
Deferred Fees | $ 1,800,000 | ||||
Payment of expenses to third parties | $ 2,500,000 | 2,500,000 | |||
Amortization of interest discount | $ 4,400,000 |
Accrued Liabilities and other_3
Accrued Liabilities and other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued expenses: | ||
Professional fees | $ 1,672 | $ 1,153 |
Salaries, bonus and related benefits | 5,677 | 6,683 |
Accrued expense - related party | 19 | 0 |
Research and development | 4,604 | 4,215 |
Research and development - manufacturing | 0 | 1,017 |
Research and development - license maintenance fees | 629 | 361 |
Research and development - milestones | 600 | 0 |
Accrued royalties payable | 1,908 | 2,320 |
Accrued coupon expense | 5,476 | 8,391 |
Other | 547 | 1,259 |
Total accrued expenses | 21,132 | 25,399 |
Other long-term liabilities: | ||
Deferred rent and long-term lease abandonment charge | 1,996 | 2,136 |
Long-term notes payable, net (Journey) | 51,393 | 77,436 |
Total other long-term liabilities | 8,205 | 7,126 |
Ximino agreement [Member] | ||
Other long-term liabilities: | ||
Long-term notes payable, net (Journey) | 3,456 | 4,990 |
Oral Acne Treatment Agreement [Member] | ||
Other long-term liabilities: | ||
Long-term notes payable, net (Journey) | $ 2,753 | $ 0 |
Accrued Liabilities and other_4
Accrued Liabilities and other Long-Term Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | |||
Effective interest rate used to calculated imputed interest discount (in percent) | 4.00% | ||
Period of effective interest rate considered for calculation of imputed interest discount (in years) | 3 years | ||
Initial discount for imputed interest | $ 200 | ||
Notes payable, short-term | $ 6,000 | ||
Long-term notes payable, net (Journey) | 51,393 | 77,436 | |
Amortization of interest discount | 5,319 | $ 2,459 | |
Ximino agreement [Member] | |||
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | |||
Initial discount for imputed interest | 1,500 | 2,000 | |
Notes payable, short-term | 2,000 | ||
Long-term notes payable, net (Journey) | 3,456 | 4,990 | |
Amortization of interest discount | 500 | $ 100 | |
Oral Acne Treatment Agreement [Member] | |||
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | |||
Notes payable, short-term | 1,000 | ||
Long-term notes payable, net (Journey) | $ 2,753 | $ 0 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 120,298 | $ 120,298 | $ 108,017 | ||
Net loss attributable to non-controlling interests | (14,417) | $ (12,208) | (41,264) | $ (44,237) | (61,700) |
Non-controlling interests in consolidated entities | 79,034 | 79,034 | 46,317 | ||
Aevitas [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | (2,297) | (2,297) | (1,249) | ||
Net loss attributable to non-controlling interests | (680) | (694) | |||
Non-controlling interests in consolidated entities | $ (2,977) | $ (2,977) | $ (1,943) | ||
Non-controlling ownership | 39.00% | 39.00% | 35.80% | ||
Avenue [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 5,709 | $ 5,709 | $ 24,269 | ||
Net loss attributable to non-controlling interests | (3,206) | (19,011) | |||
Non-controlling interests in consolidated entities | $ 2,503 | $ 2,503 | $ 5,258 | ||
Non-controlling ownership | 77.40% | 77.40% | 77.30% | ||
Baergic[Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (1,605) | $ (1,605) | $ 23 | ||
Net loss attributable to non-controlling interests | (68) | (1,162) | |||
Non-controlling interests in consolidated entities | $ (1,673) | $ (1,673) | $ (1,139) | ||
Non-controlling ownership | 40.00% | 40.00% | 33.00% | ||
Cellvation [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (1,072) | $ (1,072) | $ (732) | ||
Net loss attributable to non-controlling interests | (145) | (158) | |||
Non-controlling interests in consolidated entities | $ (1,217) | $ (1,217) | $ (890) | ||
Non-controlling ownership | 22.60% | 22.60% | 20.60% | ||
Checkpoint [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 37,963 | $ 37,963 | $ 29,389 | ||
Net loss attributable to non-controlling interests | (9,000) | (14,687) | |||
Non-controlling interests in consolidated entities | $ 28,963 | $ 28,963 | $ 14,702 | ||
Non-controlling ownership | 80.00% | 80.00% | 78.00% | ||
Coronado SO [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (290) | $ (290) | $ (290) | ||
Net loss attributable to non-controlling interests | 0 | 0 | |||
Non-controlling interests in consolidated entities | $ (290) | $ (290) | $ (290) | ||
Non-controlling ownership | 13.00% | 13.00% | 13.00% | ||
Cyprium [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 784 | $ 784 | $ (320) | ||
Net loss attributable to non-controlling interests | (843) | (99) | |||
Non-controlling interests in consolidated entities | $ (59) | $ (59) | $ (419) | ||
Non-controlling ownership | 28.40% | 28.40% | 10.60% | ||
Helocyte [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (4,890) | $ (4,890) | $ (4,322) | ||
Net loss attributable to non-controlling interests | (236) | (402) | |||
Non-controlling interests in consolidated entities | $ (5,126) | $ (5,126) | $ (4,724) | ||
Non-controlling ownership | 18.80% | 18.80% | 19.30% | ||
JMC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 123 | $ 123 | $ (211) | ||
Net loss attributable to non-controlling interests | 257 | 325 | |||
Non-controlling interests in consolidated entities | $ 380 | $ 380 | $ 114 | ||
Non-controlling ownership | 6.90% | 6.90% | 6.90% | ||
Mustang [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 86,572 | $ 86,572 | $ 62,025 | ||
Net loss attributable to non-controlling interests | (27,035) | (25,727) | |||
Non-controlling interests in consolidated entities | $ 59,537 | $ 59,537 | $ 36,298 | ||
Non-controlling ownership | 77.90% | 77.90% | 70.30% | ||
Oncogenuity [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (47) | $ (47) | |||
Net loss attributable to non-controlling interests | (268) | ||||
Non-controlling interests in consolidated entities | $ (315) | $ (315) | |||
Non-controlling ownership | 25.30% | 25.30% | |||
Tamid [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (652) | $ (652) | $ (565) | ||
Net loss attributable to non-controlling interests | (40) | (85) | |||
Non-controlling interests in consolidated entities | $ (692) | $ (692) | $ (650) | ||
Non-controlling ownership | 22.80% | 22.80% | 22.80% |
Net Loss per Common Share - Com
Net Loss per Common Share - Computations of Diluted Weighted Average Shares Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 18,954,457 | 17,329,148 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 3,026,693 | 2,745,364 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 1,187,600 | 1,169,293 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 14,305,949 | 12,622,881 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 434,215 | 791,610 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,171 | $ 3,741 | $ 10,319 | $ 10,423 |
Avenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 161 | 298 | 592 | 1,585 |
Checkpoint [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 725 | 833 | 2,095 | 2,444 |
Mustang [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 606 | 1,120 | 2,368 | 2,174 |
Other [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 47 | 84 | 163 | 183 |
Employee Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,200 | 936 | 3,732 | 2,791 |
Executive Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 369 | 358 | 1,136 | 1,065 |
Non-Employee Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 31 | 15 | 136 | 84 |
Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 32 | $ 97 | $ 97 | $ 97 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | ||
Number of shares, Options vested and expected to vest | 1,410,501 | |
Number of shares, Options Exercised | (100,000) | |
Number of shares, Options Forfeited | (247,011) | |
Number of shares, Options vested and expected to vest | 1,063,490 | 1,410,501 |
Weighted average exercise price, Options vested and expected to vest | $ 4.30 | |
Weighted Average Exercise Price, Options Exercised | 1.18 | |
Weighted Average Exercise Price, Options Forfeited | 2.55 | |
Weighted average exercise price, Options vested and expected to vest | $ 5 | $ 4.30 |
Total weighted average intrinsic value, Options vested and expected to vest | $ 1,044,218 | $ 684,752 |
Total weighted average intrinsic value, Options Exercised | 0 | |
Total weighted average intrinsic value, Options Forfeited | $ 0 | |
Weighted average remaining contractual life (years), Options vested and expected to vest | 2 years 10 months 13 days | 2 years 3 months 29 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Activity (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, Unvested balance | shares | 13,768,014 |
Number of shares, Restricted stock granted | shares | 1,873,072 |
Number of shares, Restricted stock vested | shares | (1,549,564) |
Number of shares Restricted stock units granted | shares | 630,126 |
Number of shares Restricted stock units forfeited | shares | (106,250) |
Number of shares Restricted stock units vested | shares | (368,290) |
Number of shares, Unvested balance | shares | 14,247,108 |
Weighted average grant price, Unvested balance | $ / shares | $ 2.46 |
Weighted average grant price, Restricted stock granted | $ / shares | 2.57 |
Weighted average grant price, Restricted stock vested | $ / shares | 2.69 |
Weighted average grant price, Restricted stock units granted | $ / shares | 3.82 |
Weighted average grant price, Restricted stock units forfeited | $ / shares | 2.71 |
Weighted average grant price, Restricted stock units vested | $ / shares | 3.13 |
Weighted average grant price, Unvested balance | $ / shares | $ 2.49 |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant activities (Details) - Warrants [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares, Outstanding | 2,741,180 | |
Number of shares, Granted | 1,849,450 | |
Number of shares, Forfeited | (9) | |
Number of shares, Outstanding | 4,590,621 | 2,741,180 |
Number of shares, Exercisable | 4,430,621 | |
Weighted average exercise price, Outstanding | $ 3.19 | |
Weighted average exercise price, Granted | 3.14 | |
Weighted average exercise price, Forfeited | 3 | |
Weighted average exercise price, Outstanding | 3.17 | $ 3.19 |
Weighted average exercise price, Exercisable | $ 3.21 | |
Total intrinsic value, Outstanding | $ 4,111,018 | $ 111,000 |
Total intrinsic value, Granted | 1,657,538 | |
Total intrinsic value, Forfeited | 0 | |
Total intrinsic value, Exercisable | $ 3,816,818 | |
Weighted average remaining contractual life (years), Outstanding | 5 years 1 month 6 days | 2 years 8 months 23 days |
Weighted average remaining contractual life, Exercisable (years) | 5 years 18 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Aug. 29, 2020item$ / sharesshares | Aug. 28, 2020USD ($)$ / sharesshares | Aug. 27, 2020USD ($)shares | Aug. 26, 2020USD ($)$ / sharesshares | May 29, 2020USD ($)$ / sharesshares | Feb. 14, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Jun. 29, 2020shares | May 31, 2020USD ($) | Mar. 23, 2020USD ($) | Dec. 31, 2019$ / sharesshares | Aug. 16, 2019USD ($) | Jun. 17, 2019$ / sharesshares | Jun. 16, 2019shares | Jul. 13, 2018USD ($) | Nov. 30, 2017USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Stock-based compensation expense | $ 3,171,000 | $ 3,741,000 | $ 10,319,000 | $ 10,423,000 | |||||||||||||||||
Proceeds from issuance of Series A preferred stock | 39,075,000 | 0 | |||||||||||||||||||
Proceeds From Issuance Of Preferred Stock, At The Market Offering | $ 0 | 539,000 | |||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 25 | $ 25 | $ 25 | $ 25 | |||||||||||||||||
Interest Rate | 2.50% | 2.50% | 2.50% | ||||||||||||||||||
Common Stock, Shares, Issued | shares | 93,748,374 | 93,748,374 | 93,748,374 | 74,027,425 | 150,000,000 | 50,000,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Underwriting discounts and commissions and offering expenses | $ 3,407,000 | 0 | |||||||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||||
Preferred shares repurchased and held in treasury | shares | 5,000 | 5,000 | 5,000 | ||||||||||||||||||
Consideration for repurchase of preferred shares | $ 70,000 | 0 | |||||||||||||||||||
Fees incurred for repurchase of preferred shares | $ 2,000 | 0 | |||||||||||||||||||
Stock Incentive Plan 2013 [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Common Stock, Shares, Issued | shares | 13,000,000 | 3,000,000 | |||||||||||||||||||
Common Stock, Remaining Number of Shares | shares | 4,200,000 | ||||||||||||||||||||
Research and Development Expense [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Stock-based compensation expense | $ 700,000 | 1,200,000 | $ 2,500,000 | 2,600,000 | |||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Stock-based compensation expense | $ 2,500,000 | $ 2,500,000 | $ 7,800,000 | $ 7,800,000 | |||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Capital Units, Authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Capital Units, Authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||||
2020 Shelf | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Common Stock Shares Available For Future Issuance Value | $ 29,500,000 | $ 29,500,000 | $ 29,500,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Common Stock issued in connection with the first ESPP offering | shares | 53,268 | 54,221 | |||||||||||||||||||
Issuance of Common Stock for At the Market Offering in shares | shares | 7,064,214 | 1,213,643 | 16,378,234 | 8,604,469 | |||||||||||||||||
Common Stock [Member] | Market Offering [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Average Price Per Share | $ / shares | $ 2.74 | ||||||||||||||||||||
Proceeds From Issuance Of Preferred Stock, At The Market Offering | $ 44,800,000 | ||||||||||||||||||||
Issuance of Common Stock for At the Market Offering in shares | shares | 16,400,000 | ||||||||||||||||||||
Payments for Commissions | $ 1,600,000 | ||||||||||||||||||||
Underwriting discounts and commissions and offering expenses | $ 1,100,000 | $ 1,300,000 | |||||||||||||||||||
Preferred Stock [Member] | Market Offering [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Average Price Per Share | $ / shares | $ 18 | $ 20 | |||||||||||||||||||
Preferred Stock [Member] | 2018 Preferred ATM | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Gross proceeds | $ 11,500,000 | $ 14,400,000 | |||||||||||||||||||
Preferred Stock [Member] | Over-Allotment Option [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 | shares | 64,600 | ||||||||||||||||||||
Preferred Stock [Member] | IPO [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 25 | ||||||||||||||||||||
Average Price Per Share | $ / shares | $ 18 | ||||||||||||||||||||
Issuance Of Preferred Stock For Public Offering | shares | 255,400 | 666,666 | 555,556 | 625,000 | |||||||||||||||||
Preferred Stock dividends Per Share Cash Paid | $ / shares | $ 0.19531 | $ 0.19531 | |||||||||||||||||||
Annual dividend | $ / shares | 2.34375 | ||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 25 | ||||||||||||||||||||
Preferred stock exchange term optional | 24 months | ||||||||||||||||||||
Initial dividend paid | $ 49,883,000 | ||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.375% | 9.375% | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 66,666 | 83,333 | 93,750 | ||||||||||||||||||
Interest Rate | 9.375% | ||||||||||||||||||||
Gross proceeds | $ 8,000,000 | $ 13,200,000 | |||||||||||||||||||
Underwriting discounts and commissions and offering expenses | $ 900,000 | $ 1,100,000 | |||||||||||||||||||
Mustang Bio, Inc [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Share Price | $ / shares | $ 3.56 | $ 3.56 | $ 6.42 | $ 3.56 | $ 6.42 | ||||||||||||||||
Common Stock Shares Available For Future Issuance Value | $ 32,600,000 | $ 32,600,000 | $ 32,600,000 | ||||||||||||||||||
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] | |||||||||||||||||||||
Average Price Per Share | $ / shares | $ 3.25 | $ 3.56 | $ 6.42 | ||||||||||||||||||
Proceeds from issuance of Common stock | $ 37,200,000 | $ 25,600,000 | $ 22,500,000 | ||||||||||||||||||
Proceeds From Issuance Of Common Stock Net of Issuance Costs | $ 34,900,000 | $ 25,100,000 | $ 22,000,000 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 11,455,604 | ||||||||||||||||||||
Issuance of Common Stock for At the Market Offering in shares | shares | 7,200,000 | 3,500,000 | |||||||||||||||||||
Agents Commission, Percentage | 3.00% | ||||||||||||||||||||
Underwriting discounts and commissions and offering expenses | $ 2,300,000 | ||||||||||||||||||||
Mustang Bio, Inc [Member] | Common Stock [Member] | Market Offering [Member] | Founders Agreement | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Issuance of Common Stock for At the Market Offering in shares | shares | 117,405 | 87,656 | |||||||||||||||||||
Checkpoint [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 12,300,000 | 12,300,000 | 12,300,000 | ||||||||||||||||||
Marketable Securities | $ 100,000,000 | ||||||||||||||||||||
Checkpoint [Member] | Common Stock [Member] | Market Offering [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Average Price Per Share | $ / shares | $ 2.80 | $ 2.40 | |||||||||||||||||||
Proceeds from issuance of Common stock | $ 20,500,000 | $ 8,700,000 | |||||||||||||||||||
Proceeds From Issuance Of Common Stock Net of Issuance Costs | $ 18,900,000 | $ 8,400,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 7,321,429 | 3,614,344 | |||||||||||||||||||
Agents Commission, Percentage | 3.00% | ||||||||||||||||||||
Underwriting discounts and commissions and offering expenses | $ 1,600,000 | ||||||||||||||||||||
Checkpoint [Member] | Common Stock [Member] | Market Offering [Member] | Founders Agreement | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Weighted average price per share | $ / shares | $ 2.92 | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 273,379 | ||||||||||||||||||||
Oaktree Warrants [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 | shares | 1,749,450 | 1,749,450 | |||||||||||||||||||
Purchase price | $ / shares | $ 3.20 | ||||||||||||||||||||
Percentage of market price | 95.00% | ||||||||||||||||||||
Volatility rate | 0.868% | ||||||||||||||||||||
Interest Rate | 0.74% | ||||||||||||||||||||
Outstanding warrants | shares | 4,800,000 | ||||||||||||||||||||
Number of Financial instruments | item | 2 | ||||||||||||||||||||
Fair Value of Warrants | $ 4,400,000 | $ 4,400,000 | |||||||||||||||||||
Warrant expiration term | 10 years | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.20 | ||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||
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 | 3 years 10 months 24 days | ||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 17,500,000 | $ 17,500,000 | $ 17,500,000 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
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 | 5 years | ||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 12,700,000 | $ 12,700,000 | |||||||||||||||||||
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 | 500,000 | |||||||||||||||||||
Options to Purchase Common Stock [Member] | 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% | 85.00% | 85.00% | ||||||||||||||||||
Common Stock issued in connection with the first ESPP offering | shares | 507,783 | ||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 492,217 | 492,217 | 492,217 | ||||||||||||||||||
Stock-based compensation expense | $ 38,000 | $ 18,000 | $ 100,000 | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies | ||||
Operating lease cost | $ 816 | $ 798 | $ 2,436 | $ 2,397 |
Shared lease costs | (469) | (479) | (1,409) | (1,408) |
Variable lease cost | 160 | 575 | ||
Variable lease cost | 178 | 411 | ||
Total lease expense | $ 525 | $ 479 | 1,438 | 1,564 |
Operating cash flows from operating leases | $ (2,127) | $ (2,185) | ||
Weighted-average remaining lease term - operating leases (years) | 5 years 10 months 24 days | 6 years 4 months 24 days | 5 years 10 months 24 days | 6 years 4 months 24 days |
Weighted-average discount rate - operating leases | 6.20% | 6.20% | 6.20% | 6.20% |
Commitments and Contingencies_2
Commitments and Contingencies - Future minimum lease payments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Three Months Ended December 31, 2020 | $ 839 |
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 operating lease liabilities | 33,637 |
Less: present value discount | (9,085) |
Net operating lease liabilities, short-term and long-term | $ 24,552 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies | ||
Operating Lease, Liability | $ 24,552 | |
Operating lease right-of-use asset, net | $ 20,265 | $ 21,480 |
Related Party Transactions - Fo
Related Party Transactions - Founders Agreements (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Helocyte Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Mar. 20, 2015 |
Dividends Paid in kind percentage | 2.50% |
Avenue [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Feb. 17, 2015 |
Dividends Paid in kind percentage | 0.00% |
Mustang Bio, Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Mar. 13, 2015 |
Dividends Paid in kind percentage | 2.50% |
Checkpoint [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Mar. 17, 2015 |
Dividends Paid in kind percentage | 0.00% |
Percentage of Annual fee | 2.50% |
Cellvation Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Oct. 31, 2016 |
Dividends Paid in kind percentage | 2.50% |
Caelum [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Jan. 1, 2017 |
Dividends Paid in kind percentage | 0.00% |
Baergic[Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Dec. 17, 2019 |
Dividends Paid in kind percentage | 2.50% |
Cyprium Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Mar. 13, 2017 |
Dividends Paid in kind percentage | 2.50% |
Aevitas Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Jul. 28, 2017 |
Dividends Paid in kind percentage | 2.50% |
Oncogenuity [Member] | |
Related Party Transaction [Line Items] | |
Dividends Payable, Date Declared | Apr. 22, 2020 |
Dividends Paid in kind percentage | 2.50% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of The Effective Date and Annual Management Services agreement Fee (Income) Expense (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
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 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 |
Oncogenuity [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Feb. 10, 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 (Details) - USD ($) | Jun. 12, 2020 | Sep. 13, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||||
TGTX | $ 28,000 | $ 280,000 | $ 1,042,000 | $ 1,683,000 | |||
Total notes payable, long-term | $ 60,000,000 | $ 60,000,000 | $ 89,742,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | 2.50% | |||||
Opus Credit Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common Shares Issued For Opus Debt, In Shares | 91,767 | ||||||
Common Shares Issued For Opus Debt, Issue Price | $ 1.80 | ||||||
2019 Notes (formerly the Opus Credit Facility Agreement) | |||||||
Related Party Transaction [Line Items] | |||||||
Maturity extended period | 2 years | ||||||
Debt pay off | $ 9,000,000 | ||||||
Interet paid | $ 500,000 | ||||||
Payments of Loan Costs | $ 200,000 | ||||||
Total notes payable, long-term | 9,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||
DAK Capital Inc [Member] | 2019 Notes (formerly the Opus Credit Facility Agreement) | |||||||
Related Party Transaction [Line Items] | |||||||
Total notes payable, long-term | 3,800,000 | ||||||
Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest own in percent by principal stockholder or director | 10.10% | 10.10% | |||||
Executives Vice Chairman [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest own in percent by principal stockholder or director | 10.90% | 10.90% | |||||
Fortress's Chairman, President and Chief Executive Officer (Lindsay A. Rosenwald) [Member] | 2019 Notes (formerly the Opus Credit Facility Agreement) | |||||||
Related Party Transaction [Line Items] | |||||||
Total notes payable, long-term | 300,000 | ||||||
Fortress's Executive Vice President, Strategic Development (Michael S. Weiss) [Member] | 2019 Notes (formerly the Opus Credit Facility Agreement) | |||||||
Related Party Transaction [Line Items] | |||||||
Total notes payable, long-term | 2,000,000 | ||||||
Credit Facility Provided | Avenue [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity | $ 2,000,000 | ||||||
Maximum aggregate lending up agreement | 800,000 | ||||||
Aggregate lending up agreement | $ 1,200,000 | ||||||
Interest rate per annum (as a percent) | 7.00% | ||||||
Repayment period following the termination of the SPMA | 30 days | ||||||
Amounts drawn | $ 0 | $ 0 | |||||
Dr Rosenwald and Mr Weiss | 2019 Notes (formerly the Opus Credit Facility Agreement) | |||||||
Related Party Transaction [Line Items] | |||||||
Total notes payable, long-term | $ 2,900,000 | ||||||
Shared Services Agreement [Member] | TG Therapeutics, Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
TGTX | 100,000 | 100,000 | 300,000 | $ 300,000 | |||
Due from Related Parties, Current | 69,000 | 69,000 | |||||
Desk Share Agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payments for Rent | 700,000 | 700,000 | |||||
Desk Share Agreements [Member] | TG Therapeutics, Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
TGTX | 400,000 | 400,000 | |||||
Due from Related Parties, Current | 0 | 0 | |||||
Desk Share Agreements [Member] | OPPM [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
TGTX | 0 | $ 24,000 | |||||
Due from Related Parties, Current | $ 400,000 | $ 400,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of Reportable Segments | segment | 2 | ||||
Net Revenue | $ 9,475 | $ 9,772 | $ 31,850 | $ 25,499 | |
Income (loss) from operations | (23,043) | (22,540) | (69,967) | (80,438) | |
Intangible asset, net | 11,039 | 11,039 | $ 7,377 | ||
Dermatology Products Sales [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 9,447 | 9,492 | 30,808 | 23,816 | |
Direct cost of goods | (3,379) | (2,702) | (10,313) | (6,972) | |
Sales and marketing costs | (4,649) | (4,370) | (12,728) | (12,064) | |
Research and development | 0 | 0 | |||
General and administrative | (1,254) | (669) | (3,556) | (1,808) | |
Other expense | (113) | (108) | (492) | (108) | |
Income (loss) from operations | 52 | 1,643 | 3,719 | 2,864 | |
Intangible asset, net | 11,039 | 7,731 | 11,039 | 7,731 | |
Tangible assets | 21,108 | 10,966 | 21,108 | 10,966 | |
Total segment assets | 32,147 | 18,697 | 32,147 | 18,697 | |
Pharmaceutical and Biotechnology Product Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 28 | 280 | 1,042 | 1,683 | |
Direct cost of goods | 0 | 0 | |||
Sales and marketing costs | 0 | 0 | |||
Research and development | (13,756) | (15,271) | (46,146) | (57,705) | |
General and administrative | (9,480) | (9,300) | (29,074) | (27,388) | |
Other expense | (6,808) | (2,322) | (12,036) | ||
Other expense | 11,841 | ||||
Income (loss) from operations | (30,016) | (26,613) | (86,214) | (71,569) | |
Intangible asset, net | 0 | 0 | 0 | 0 | |
Tangible assets | 263,732 | 202,891 | 263,732 | 202,891 | |
Total segment assets | 263,732 | 202,891 | 263,732 | 202,891 | |
Consolidated [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 9,475 | 9,772 | 31,850 | 25,499 | |
Direct cost of goods | (3,379) | (2,702) | (10,313) | (6,972) | |
Sales and marketing costs | (4,649) | (4,370) | (12,728) | (12,064) | |
Research and development | (13,756) | (15,271) | (46,146) | (57,705) | |
General and administrative | (10,734) | (9,969) | (32,630) | (29,196) | |
Other expense | (6,921) | (2,430) | (12,528) | ||
Other expense | 11,733 | ||||
Income (loss) from operations | (29,964) | (24,970) | (82,495) | (68,705) | |
Intangible asset, net | 11,039 | 7,731 | 11,039 | 7,731 | |
Tangible assets | 284,840 | 213,857 | 284,840 | 213,857 | |
Total segment assets | $ 295,879 | $ 221,588 | $ 295,879 | $ 221,588 |
Revenues from Contracts and S_3
Revenues from Contracts and Significant Customers - Company's product revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues from Contracts and Significant Customers | ||||
Product revenue, net | $ 9,447 | $ 9,492 | $ 30,808 | $ 23,816 |
Revenue - related party | 28 | 280 | 1,042 | 1,683 |
Net revenue | $ 9,475 | $ 9,772 | $ 31,850 | $ 25,499 |
Revenues from Contracts and S_4
Revenues from Contracts and Significant Customers - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 9,447 | $ 9,492 | $ 30,808 | $ 23,816 |
Revenue [Member] | ||||
Concentration Risk, Customer | none of the Company’s Dermatology Products customers accounted for more than 10% of its total gross product revenue | one of the Company’s Dermatology Products customers accounted for more than 10% of its total gross product revenue | ||
Accounts Receivable [Member] | ||||
Concentration Risk, Customer | one of the Company’s Dermatology Products customers accounted for more than 10% of its total accounts receivable balance at 14.5% | two of the Company’s Dermatology Products customers accounted for more than 10% of its total accounts balance in the amounts of $3.5 million and $2.8 million | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration risk, percentage | 14.50% | |||
Customer One [Member] | Accounts Receivable [Member] | ||||
Accounts Receivable, Net | 3,500 | $ 3,500 | ||
Customer Two [Member] | Accounts Receivable [Member] | ||||
Accounts Receivable, Net | $ 2,800 | $ 2,800 | ||
3PL Title Model [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||||
Concentration risk, percentage | 60.00% | 76.00% |