Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 08, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
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 | 1111 Kane Concourse Suite 301 | |
Entity Address, City or Town | Bay Harbor Island | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33154 | |
City Area Code | 781 | |
Local Phone Number | 652-4500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001429260 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
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 | 107,734,821 | |
9.375% Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | ||
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 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 248,771 | $ 305,744 |
Accounts receivable, net | 28,671 | 23,112 |
Inventory | 16,053 | 9,862 |
Other receivables - related party | 376 | 678 |
Prepaid expenses and other current assets | 5,120 | 7,066 |
Total current assets | 298,991 | 346,462 |
Property, plant and equipment, net | 14,021 | 15,066 |
Operating lease right-of-use asset, net | 18,116 | 19,005 |
Restricted cash | 2,220 | 2,220 |
Intangible asset, net | 29,440 | 12,552 |
Other assets | 1,167 | 1,198 |
Total assets | 363,955 | 396,503 |
Current liabilities | ||
Accounts payable and accrued expenses | 93,540 | 90,660 |
Deferred revenue | 1,457 | 2,611 |
Income taxes payable | 345 | 345 |
Operating lease liabilities, short-term | 2,092 | 2,104 |
Partner company line of credit | 0 | 812 |
Partner company installment payments - licenses, short-term | 7,487 | 4,510 |
Total current liabilities | 104,921 | 101,042 |
Notes payable, long-term | 85,611 | 42,937 |
Operating lease liabilities, long-term | 19,973 | 20,987 |
Partner company installment payments - licenses, long-term, net | 3,808 | 3,627 |
Other long-term liabilities | 1,940 | 2,033 |
Total liabilities | 216,253 | 170,626 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity | ||
Cumulative redeemable perpetual preferred stock, $0.001 par value, 15,000,000 authorized, 5,000,000 designated Series A shares, 3,427,138 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively, liquidation value of $25.00 per share | 3 | 3 |
Common stock, $0.001 par value, 200,000,000 shares authorized, 107,717,647 shares issued and outstanding as of June 30, 2022; 170,000,000 shares authorzied, 101,435,505 shares issued and outstanding as of December 31, 2021, respectively | 108 | 101 |
Additional paid-in-capital | 661,691 | 656,033 |
Accumulated deficit | (584,579) | (547,463) |
Total stockholders' equity attributed to the Company | 77,223 | 108,674 |
Non-controlling interests | 70,479 | 117,203 |
Total stockholders' equity | 147,702 | 225,877 |
Total liabilities and stockholders' equity | $ 363,955 | $ 396,503 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Unaudited Condensed Consolidated Balance Sheets | ||
Imputed interest related to partner company installment payments - licenses, Current | $ 513 | $ 490 |
Imputed interest related to partner company installment payments - licenses, Noncurrent | $ 192 | $ 373 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock, shares issued | 3,427,138 | 3,427,138 |
Preferred Stock shares designated | 5,000,000 | 5,000,000 |
Preferred Stock, shares outstanding | 3,427,138 | 3,427,138 |
Preferred Stock, liquidation preference per share | $ 25 | $ 25 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 200,000,000 | 170,000,000 |
Common Stock, shares issued | 107,717,647 | 101,435,505 |
Common Stock, shares outstanding | 107,717,647 | 101,435,505 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Product revenue, net | $ 18,235 | $ 15,288 | $ 39,031 | $ 26,007 |
Collaboration revenue | 577 | 2,400 | 1,154 | 3,200 |
Revenue - related party | 18 | 155 | 70 | 223 |
Other revenue | 56 | 2,556 | ||
Net revenue | 18,886 | 17,843 | 42,811 | 29,430 |
Operating expenses | ||||
Cost of goods sold - product revenue | 7,633 | 7,484 | 15,836 | 11,392 |
Research and development | 33,130 | 22,831 | 69,852 | 42,859 |
Research and development - licenses acquired | 1 | 11,003 | 1 | 11,129 |
Selling, general and administrative | 29,048 | 19,382 | 55,318 | 36,924 |
Total operating expenses | 69,812 | 60,700 | 141,007 | 102,304 |
Loss from operations | (50,926) | (42,857) | (98,196) | (72,874) |
Other income (expense) | ||||
Interest income | 150 | 146 | 292 | 373 |
Interest expense and financing fee | (3,154) | (2,760) | (5,504) | (4,949) |
Change in fair value of investments | 25,005 | 0 | 30,918 | |
Change in fair value of derivative liability | (3,925) | (3,925) | ||
Total other income (expense) | (3,004) | 18,466 | (5,212) | 22,417 |
Net loss | (53,930) | (24,391) | (103,408) | (50,457) |
Net loss attributable to non-controlling interests | 32,574 | 20,856 | 66,292 | 38,100 |
Net loss attributable to common stockholders | $ (21,356) | $ (3,535) | $ (37,116) | $ (12,357) |
Net loss per common share - basic | $ (0.61) | $ (0.30) | $ (1.18) | $ (0.62) |
Net loss per common share - diluted | (0.61) | (0.30) | (1.18) | (0.62) |
Net loss per common share attributable to non-controlling interests - basic | (0.37) | (0.26) | (0.76) | (0.47) |
Net loss per common share attributable to non-controlling interests - diluted | (0.37) | (0.26) | (0.76) | (0.47) |
Net income (loss) per common share attributable to common stockholders - basic | (0.24) | (0.04) | (0.42) | (0.15) |
Net income (loss) per common share attributable to common stockholders - diluted | $ (0.24) | $ (0.04) | $ (0.42) | $ (0.15) |
Weighted average common shares outstanding - basic | 88,743,457 | 80,962,994 | 87,593,952 | 80,907,671 |
Weighted average common shares outstanding - diluted | 88,743,457 | 80,962,994 | 87,593,952 | 80,907,671 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Stockholders Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Common Shares Issuable [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interests [Member] | Total |
Balance at Dec. 31, 2020 | $ 3 | $ 95 | $ 583,000 | $ (482,760) | $ 96,661 | $ 196,999 | |
Balance (in shares) at Dec. 31, 2020 | 3,427,138 | 94,877,492 | |||||
Stock-based compensation expense | 8,123 | 8,123 | |||||
Issuance of common stock related to equity plans | $ 2 | (2) | |||||
Issuance of common stock related to equity plans (in shares) | 2,558,645 | ||||||
Issuance of common stock under ESPP | 137 | 137 | |||||
Issuance of common stock under ESPP (in shares) | 59,107 | ||||||
Preferred A dividends declared and paid | (4,015) | (4,015) | |||||
Partner company's at-the-market offering, net | 97,332 | 97,332 | |||||
Issuance of common stock under partner company's ESPP | 158 | 158 | |||||
Partner company's dividends declared and paid | (375) | (375) | |||||
Common shares issuable for dividend on partner company's convertible preferred shares | $ 263 | 263 | |||||
Issuance (reversal) of partner company's common shares for research and development expenses | 129 | 129 | |||||
Partner company's exercise of options for cash | 7 | 7 | |||||
Non-controlling interest in partner companies | (81,459) | 81,459 | |||||
Net loss attributable to non-controlling interest | (38,100) | (38,100) | |||||
Net loss attributable to common stockholders | (12,357) | (12,357) | |||||
Balance at Jun. 30, 2021 | $ 3 | $ 97 | 263 | 603,035 | (495,117) | 140,020 | 248,301 |
Balance (in shares) at Jun. 30, 2021 | 3,427,138 | 97,495,244 | |||||
Balance at Mar. 31, 2021 | $ 3 | $ 97 | 597,384 | (491,582) | 138,323 | 244,225 | |
Balance (in shares) at Mar. 31, 2021 | 3,427,138 | 97,263,054 | |||||
Stock-based compensation expense | 4,350 | 4,350 | |||||
Issuance of common stock related to equity plans (in shares) | 173,083 | ||||||
Issuance of common stock under ESPP | 137 | 137 | |||||
Issuance of common stock under ESPP (in shares) | 59,107 | ||||||
Preferred A dividends declared and paid | (2,008) | (2,008) | |||||
Partner company's at-the-market offering, net | 25,910 | 25,910 | |||||
Partner company's dividends declared and paid | (188) | (188) | |||||
Common shares issuable for dividend on partner company's convertible preferred shares | 263 | 263 | |||||
Issuance (reversal) of partner company's common shares for research and development expenses | 3 | 3 | |||||
Non-controlling interest in partner companies | (22,553) | 22,553 | |||||
Net loss attributable to non-controlling interest | (20,856) | (20,856) | |||||
Net loss attributable to common stockholders | (3,535) | (3,535) | |||||
Balance at Jun. 30, 2021 | $ 3 | $ 97 | $ 263 | 603,035 | (495,117) | 140,020 | 248,301 |
Balance (in shares) at Jun. 30, 2021 | 3,427,138 | 97,495,244 | |||||
Balance at Dec. 31, 2021 | $ 3 | $ 101 | 656,033 | (547,463) | 117,203 | 225,877 | |
Balance (in shares) at Dec. 31, 2021 | 3,427,138 | 101,435,505 | |||||
Stock-based compensation expense | 10,644 | 10,644 | |||||
Issuance of common stock related to equity plans | $ 3 | (3) | |||||
Issuance of common stock related to equity plans (in shares) | 2,646,375 | ||||||
Issuance of common stock under ESPP | 99 | 99 | |||||
Issuance of common stock under ESPP (in shares) | 135,464 | ||||||
Issuance of common stock for at-the-market offering, net | $ 4 | 5,523 | 5,527 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 3,500,303 | ||||||
Preferred A dividends declared and paid | (4,016) | (4,016) | |||||
Partner company's at-the-market offering, net | 14,476 | 14,476 | |||||
Issuance of common stock under partner company's ESPP | 116 | 116 | |||||
Partner company's dividends declared and paid | (375) | (375) | |||||
Partner company's net settlement of shares withheld for taxes | (1,698) | (1,698) | |||||
Partner company's warrants issued in conjunction with debt | 384 | 384 | |||||
Issuance (reversal) of partner company's common shares for research and development expenses | (35) | (35) | |||||
Partner company's exercise of options for cash | 111 | 111 | |||||
Non-controlling interest in partner companies | (19,568) | 19,568 | |||||
Net loss attributable to non-controlling interest | (66,292) | (66,292) | |||||
Net loss attributable to common stockholders | (37,116) | (37,116) | |||||
Balance at Jun. 30, 2022 | $ 3 | $ 108 | 661,691 | (584,579) | 70,479 | 147,702 | |
Balance (in shares) at Jun. 30, 2022 | 3,427,138 | 107,717,647 | |||||
Balance at Mar. 31, 2022 | $ 3 | $ 106 | 660,973 | (563,223) | 95,719 | 193,578 | |
Balance (in shares) at Mar. 31, 2022 | 3,427,138 | 106,321,875 | |||||
Stock-based compensation expense | 5,081 | 5,081 | |||||
Issuance of common stock related to equity plans (in shares) | 176,406 | ||||||
Issuance of common stock under ESPP | 99 | 99 | |||||
Issuance of common stock under ESPP (in shares) | 135,464 | ||||||
Issuance of common stock for at-the-market offering, net | $ 2 | 1,299 | 1,301 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 1,083,902 | ||||||
Preferred A dividends declared and paid | (2,008) | (2,008) | |||||
Partner company's at-the-market offering, net | 3,693 | 3,693 | |||||
Partner company's dividends declared and paid | (188) | (188) | |||||
Issuance (reversal) of partner company's common shares for research and development expenses | (35) | (35) | |||||
Partner company's exercise of options for cash | 111 | 111 | |||||
Non-controlling interest in partner companies | (7,334) | 7,334 | |||||
Net loss attributable to non-controlling interest | (32,574) | (32,574) | |||||
Net loss attributable to common stockholders | (21,356) | (21,356) | |||||
Balance at Jun. 30, 2022 | $ 3 | $ 108 | $ 661,691 | $ (584,579) | $ 70,479 | $ 147,702 | |
Balance (in shares) at Jun. 30, 2022 | 3,427,138 | 107,717,647 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (103,408) | $ (50,457) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation expense | 1,495 | 1,212 |
Loss on disposal of property and equipment | 239 | 0 |
Bad debt (reserve) expense | (45) | (57) |
Amortization of debt discount | 946 | 903 |
Non-cash interest | 418 | 441 |
Amortization of product revenue license fee | 2,034 | 1,325 |
Amortization of operating lease right-of-use assets | 889 | 837 |
Stock-based compensation expense | 10,644 | 8,123 |
Issuance (reversal) of partner company's common shares for research and development expenses | (35) | 129 |
Partner company's warrants issued in conjunction with debt | 0 | 263 |
Change in fair value of investment in Caelum | 0 | (30,918) |
Change in fair value of partner company derivative liability | 0 | 3,925 |
Research and development-licenses acquired, expense | 0 | 11,000 |
Increase (decrease) in cash and cash equivalents resulting from changes in operating assets and liabilities: | ||
Accounts receivable | (5,514) | (2,208) |
Inventory | (150) | (12,911) |
Other receivables - related party | 302 | (98) |
Prepaid expenses and other current assets | 1,946 | 2,795 |
Other assets | 31 | (113) |
Accounts payable and accrued expenses | 4,197 | 5,834 |
Deferred revenue | (1,154) | 4,800 |
Lease liabilities | (1,026) | (880) |
Other long-term liabilities | (93) | (93) |
Net cash used in operating activities | (88,284) | (56,148) |
Cash Flows from Investing Activities: | ||
Purchase of research and development licenses | 0 | (2,750) |
Purchase of property and equipment | (1,644) | (2,148) |
Purchase of intangible asset | 0 | (400) |
Acquisition of VYNE products | (20,000) | 0 |
Net cash used in investing activities | (21,644) | (5,298) |
Cash Flows from Financing Activities: | ||
Payment of Series A perpetual preferred stock dividends | (4,016) | (4,015) |
Proceeds from issuance of common stock for at-the-market offering, net | 5,527 | 0 |
Proceeds from issuance of common stock under ESPP | 99 | 137 |
Proceeds from partner companies' ESPP | 116 | 158 |
Partner company's dividends declared and paid | (375) | (375) |
Payment of costs related to partner company's sale of stock | (371) | 0 |
Proceeds from partner companies' at-the-market offering, net | 14,476 | 97,248 |
Proceeds from partner company convertible preferred shares, net | 0 | 12,800 |
Proceeds from exercise of partner companies' equity grants | 111 | 7 |
Partner company's net settlement of shares withheld for taxes | (1,698) | 0 |
Payment of debt issuance costs associated with Oaktree Note | 0 | (60) |
Repayment of partner company installment payments - licenses | (2,000) | (2,800) |
Payment of debt issuance costs associated with partner company convertible preferred shares | (214) | (13) |
Proceeds from partner company long-term debt, net | 42,112 | 0 |
Repayment of partner company's line of credit | (812) | 0 |
Net cash provided by financing activities | 52,955 | 103,087 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (56,973) | 41,641 |
Cash and cash equivalents and restricted cash at beginning of period | 307,964 | 234,996 |
Cash and cash equivalents and restricted cash at end of period | 250,991 | 276,637 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,987 | 3,339 |
Cash paid for tax | 166 | 504 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Settlement of restricted stock units into common stock | 3 | 2 |
Unpaid fixed assets | 315 | 298 |
Partner company's unpaid intangible assets | 4,740 | 0 |
Unpaid partner company's debt offering cost | 1,050 | 200 |
Unpaid partner company's deferred offering cost | 0 | 75 |
Partner company derivative warrant liability associated with partner company convertible preferred shares | 0 | 362 |
Partner company's warrants issued in conjunction with debt | 384 | 0 |
Unpaid research and development licenses acquired | 0 | 8,250 |
Lease liabilities arising from obtaining right-of-use assets | $ 0 | $ 81 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
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, Mayo Foundation for Medical Education and Research, AstraZeneca plc and Dr. Reddy’s Laboratories, Ltd. Following the exclusive license or other acquisition of the intellectual property underpinning a product or product candidate, Fortress leverages its business, scientific, regulatory, legal and financial 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, sales transactions, and public and private financings. To date, four partner companies are publicly-traded, and two have consummated strategic partnerships with industry leaders AstraZeneca plc as successor-in-interest to Alexion Pharmaceuticals, Inc., (“AstraZeneca”) and Sentynl Therapeutics, Inc. (“Sentynl”). Our subsidiary and partner companies that are pursuing development and/or commercialization of biopharmaceutical products and product candidates include Aevitas Therapeutics, Inc. (“Aevitas”), 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”), Oncogenuity, Inc. (“Oncogenuity”) and UR-1 Therapeutics, Inc. (“UR-1”). As used throughout this filing, the words “we”, “us” and “our” may refer to Fortress individually or together with our affiliates and partners, and the word “partner” refers to either entities that are publicy traded and in which we own or control a majority of the ownership position or third party entities with whom we have a significant business relationship, each as dictated by context. We refer to private companies in which we own or control a majority of the ownership position as our subsidiaries; however instances of either term should be read as applying to either or both as dictated by context. 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 from the proceeds resulting 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, sales of partner companies, 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 experienced minimal impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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 Avenue, Checkpoint, Mustang and Journey. 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 28, 2022 (the “2021 Form 10-K”), from which the Company derived the balance sheet data at December 31, 2021, as well as Checkpoint’s Form 10-K, filed with the SEC on March 28, 2022, Mustang’s Form 10-K, filed with the SEC on March 23, 2022, Avenue’s Form 10-K, filed with the SEC on March 25, 2022, and Journey’s Form 10-K, filed with the SEC on March 28, 2022. 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. Restricted Cash The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of June 30, 2022 and December 31, 2021, the Company had $2.2 million of restricted cash representing pledges to secure letters of credit in connection with certain office leases. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the unaudited condensed consolidated balance sheets to the unaudited condensed consolidated statements of cash flows at June 30, 2022, and 2021: June 30, 2022 2021 Cash and cash equivalents $ 248,771 $ 274,992 Restricted cash 2,220 1,645 Total cash and cash equivalents and restricted cash $ 250,991 $ 276,637 Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2021 Form 10-K. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses |
Collaboration Agreement
Collaboration Agreement | 6 Months Ended |
Jun. 30, 2022 | |
Collaboration Agreement | |
Collaboration Agreement | 3. Collaboration Agreement Cyprium Agreement with Sentynl On February 24, 2021, Cyprium entered into an asset purchase agreement with Sentynl. Pursuant to the terms of the agreement, Sentynl paid Cyprium an upfront fee of $8.0 million specifically earmarked to complete the CUTX-101 development program for the treatment of Menkes disease, through the filing of Cyprium’s New Drug Application (“NDA”) with the U.S. Food and Drug Administration (“FDA”). As further compensation, Cyprium is eligible to receive up to an additional $12.0 million, to be paid (i) $3.0 million upon NDA acceptance by the FDA and (ii) $9.0 million upon FDA approval of the NDA and transfer of CUTX-101 to Sentynl. The Company will recognize revenue associated with these future milestones based upon achievement. At June 30, 2022, none of these future milestones was deemed probable. Upon the transfer of CUTX-101 to Sentynl, Cyprium would be eligible to earn up to an additional five potential sales milestones totaling up to $255.0 million, in addition to royalties on CUTX-101 net sales ranging from mid-single digits up to the mid-twenties. Cyprium will retain 100% ownership over any FDA priority review voucher that may be issued at NDA approval for CUTX-101. In connection with the $8.0 million upfront payment from Sentynl, the Company is recognizing revenue using an input method based upon the costs incurred to date in relation to the total estimated costs to complete the development activities. Accordingly, revenue is being recognized over the period in which the development activities are expected to occur. For the three-month period ending June 30, 2022 and 2021, the company recognized revenue of $0.6 million and $2.4 million, respectively. For the six months ended June 30, 2022 and 2021, the company recognized revenue of $1.2 million and $3.2 million, respectively. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2022 | |
Inventory | |
Inventory | 4. Inventory June 30, December 31, ($ in thousands) 2022 2021 Raw materials $ 7,208 $ 5,572 Work-in-process 2,662 — Finished goods 6,242 4,290 Inventory reserve (59) — Total inventories $ 16,053 $ 9,862 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Fortress’ property, plant and equipment consisted of the following: Useful Life June 30, December 31, ($ in thousands) (Years) 2022 2021 Computer equipment 3 $ 744 $ 739 Furniture and fixtures 5 1,387 1,387 Machinery & equipment 5 7,486 6,550 Leasehold improvements 2 15 13,175 13,175 Buildings 40 581 581 Construction in progress 1 N/A 1,537 2,028 Total property and equipment 24,910 24,460 Less: Accumulated depreciation (10,889) (9,394) Property, plant and equipment, net $ 14,021 $ 15,066 Note 1: Relates to the Mustang cell processing facility. Fortress' depreciation expense for the three months ended June 30, 2022 and 2021 was approximately $0.8 million and $0.6 million, respectively, and for the six months ended June 30, 2022 and 2021 was approximately $1.5 million and $1.2 million, respectively. Fortress’ depreciation expense is recorded in both research and development expense and general and administrative expense in the condensed consolidated statement of operations. |
Intangibles, net
Intangibles, net | 6 Months Ended |
Jun. 30, 2022 | |
Intangibles, net | |
Intangibles, net | 6. Intangibles, net VYNE Therapeutics Product Acquisition (“VYNE Product Acquisition”) In January 2022, Journey entered into a definitive agreement (the “VYNE APA”) to acquire two FDA-Approved Topical Minocycline Products, Amzeeq (minocycline) topical foam 4%, and Zilxi (minocycline) topical foam 1.5%, and a Molecule Stabilizing Technology TM The VYNE APA also provides for contingent net sales milestone payments. In the first calendar year in which annual sales reach each of $100 million, $200 million, $300 million, $400 million and $500 million, a one-time payment of $10 million, $20 million, $30 million, $40 million and $50 million, respectively, will be paid in that year only, per product, totaling up to $450 million. In addition, Journey will pay VYNE 10% of any upfront payment received by Journey from a licensee or sublicensee of the products in any territory outside of the United States, subject to exceptions for certain jurisdictions as detailed in the VYNE APA. The following table summarizes the aggregate consideration transferred for the assets acquired by Journey in connection with the VYNE Product Acquisition: ($ in thousands) Aggregate Consideration Transferred Consideration transferred to VYNE at closing $ 20,000 Fair value of deferred cash payment due January 2023 4,740 Transaction costs 223 Total consideration transferred at closing $ 24,963 The fair value of the deferred cash payment is being accreted to the $5.0 million January 2023 cash payment over a one-year period through interest expense. The fair value of the deferred cash payment of $4.9 million at June 30, 2022 is included in partner company installment payments – short term on the condensed consolidated balance sheets. The following table summarizes the assets acquired in the VYNE Product Acquisition: ($ in thousands) Assets Recognized Inventory $ 6,041 Identifiable intangibles: Amzeeq 15,162 Zilxi 3,760 Fair value of net identifiable assets acquired $ 24,963 The table below provides a summary of the Journey intangible assets as of June 30, 2022 and December 31, 2021, respectively: Estimated Useful ($ in thousands) Lives (Years) June 30, 2022 December 31, 2021 Intangible assets – product licenses 3 to 9 $ 37,925 $ 19,003 Accumulated amortization (8,485) (6,451) Net intangible assets $ 29,440 $ 12,552 For the three months ended June 30, 2022 and 2021, Journey’s amortization expense related to its product licenses was $1.0 million and $0.7 million, respectively. For the six months ended June 30, 2022 and 2021, Journey’s amortization expense related to its product licenses was $2.0 million and $1.3 million, respectively. Journey records amortization expense related to its product licenses as a component of cost of goods sold on the condensed consolidated statement of operations. The future amortization of these intangible assets is as follows: Total ($ in thousands) Amortization Six Months Ended December 31, 2022 $ 2,033 December 31, 2023 4,067 December 31, 2024 4,068 December 31, 2025 4,067 December 31, 2026 2,855 Thereafter 8,408 Sub-total $ 25,498 Asset not yet placed in service: 3,942 Total $ 29,440 |
Licenses Acquired
Licenses Acquired | 6 Months Ended |
Jun. 30, 2022 | |
Licenses Acquired | |
Licenses Acquired | 7. Licenses Acquired In accordance with ASC 730-10-25-1, Research and Development Journey On June 29, 2021, Journey entered a license, collaboration, and assignment agreement (the “DFD Agreement”) to obtain the global rights for the development and commercialization of a late-stage development modified release oral minocycline for the treatment of rosacea (“DFD-29”) with DRL. Pursuant to the terms and conditions of the DFD Agreement, Journey paid $10.0 million upfront. Additional contingent regulatory and commercial milestone payments totaling up to $163.0 million are also payable. Royalties ranging from approximately ten percent to twenty percent are payable on net sales of the DFD-29 product. Journey also agreed to pay DRL additional consideration of approximately $5 million in cash or shares upon an IPO of Journey's Common Stock, which occurred in November 2021 and resulted in the issuance of 545,131 unregistered shares of Journey common stock to DRL. The restrictions on the unregistered shares of Common Stock are governed by the terms set forth in the DFD Agreement and applicable securities laws. Additionally, the DFD Agreement requires Journey to fund and oversee Phase 3 clinical trials approximating $24.0 million, based upon the current development plan and budget. In March 2022, JMC dosed the first patient in the Phase 3 clinical program of DFD-29. |
Debt and Interest
Debt and Interest | 6 Months Ended |
Jun. 30, 2022 | |
Debt and Interest | |
Debt and Interest | 8. Debt and Interest Debt Total debt consists of the following: June 30, December 31, ($ in thousands) 2022 2021 Interest rate Maturity Oaktree Note $ 50,000 $ 60,450 11.00 % August - 2025 EWB term loan 15,000 — 7.00 % January - 2026 Runway Note 31,050 — 10.21 % April - 2027 Less: Discount on notes payable (10,439) (7,063) Repayment of Oaktree Note — (10,450) Total notes payable $ 85,611 $ 42,937 Oaktree Note In August 2020, Fortress, as borrower, entered into a $60.0 million senior secured credit agreement with Oaktree (the “Oaktree Agreement” and the debt thereunder the “Oaktree Note”). The Oaktree Agreement contains customary representations and warranties and customary affirmative and negative covenants as well as certain financial covenants, including, among other things, (i) maintenance of minimum liquidity and (ii) a minimum revenue test that requires Journey’s annual revenue to be equal to or to exceed annual revenue projections set forth in the agreement. Failure by the Company or Journey, as applicable, to comply with the Oaktree Agreement covenants will result in an event of default, subject to certain cure rights of the Company. The Company was in compliance with all applicable covenants under the Oaktree Agreement as of June 30, 2022. The Company is required to make quarterly interest-only payments until the fifth anniversary of the closing date, August 27, 2025, 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. The Company is required to make mandatory prepayments of the Oaktree Note under various circumstances as defined in the Oaktree Agreement. No mandatory prepayments were required in the six months ended June 30, 2022. Journey Working Capital Line of Credit Amendment and Term Loan On January 12, 2022, Journey entered into a third amendment (the “Amendment”) of its loan and security agreement with East West Bank, which increased the borrowing capacity of Journey’s revolving line of credit to $10.0 million, from $7.5 million, and added a term loan (“EWB term loan”) not to exceed $20.0 million. Both the revolving line of credit and the EWB term loan mature on January 12, 2026. The EWB term loan includes two tranches, the first of which is a $15.0 million term loan, and the second of which is a $5.0 million term loan (available at Journey’s option through June 12, 2023). On January 12, 2022, Journey borrowed $15.0 million against the first tranche of the EWB term loan to facilitate the VYNE Product Acquisition (see Note 6). The EWB term loan bears interest at a floating rate equal to 1.73% above the prime rate and is payable monthly. The EWB term loan effective interest rate at June 30, 2022 was 7.0%. The EWB term loans contain an interest only payment period through January 12, 2024, with an extension through July 12, 2024 if certain covenants are met, after which the outstanding balance of each term loan is payable in equal monthly installments of principal, plus all accrued interest, through the EWB term loan maturity date. Journey may prepay all or any part of the EWB term loan without penalty or premium, but may not re-borrow any amount, once repaid. Any outstanding borrowing against the revolving line of credit bears interest at a floating rate equal to 0.70% above the prime rate. The Amendment includes customary financial covenants such as collateral ratios and minimum liquidity provisions as well as audit provisions, which pertain solely to Journey. Journey was in compliance with all applicable financial covenants under the Amendment as of June 30, 2022. Journey accounted for the Amendment as a debt modification whereby the remaining unamortized debt issuance costs related to the original revolving facility together with any lender fees and direct third-party costs incurred to issue the Amendment are considered associated with the new arrangement. The fees allocated to the revolving line are capitalized as deferred debt costs (asset) and amortized over the new four-year term of the amended revolving facility. The fees allocated to the EWB term loan are recorded as a debt discount and amortized to interest expense over the four-year term of the EWB term loan under the effective interest method. There was no outstanding balance on the revolving line of credit at June 30, 2022, and $0.8 million outstanding at December 31, 2021. Mustang Runway Growth Finance Corp. (“Runway”) Debt Facility On March 4, 2022 (the “Closing Date”), Mustang entered into a $75.0 million long-term debt facility with Runway Growth Finance Corp. (the “Mustang Term Loan” or the “Runway Note”). Under the Mustang Term Loan, $30.0 million of the $75.0 million loan was funded on the Closing Date, with the remaining $45.0 million available if and when Mustang achieves certain predetermined milestones. The Mustang Term Loan matures on April 15, 2027 (the “Maturity Date”). Starting March 15, 2022, Mustang will make monthly payments of interest only until April 1, 2024 (the “Amortization Date”). The Amortization Date may be extended to April 1, 2025 if Mustang achieves certain predetermined milestones based on equity raises and the initiation of certain clinical trials. After that, Mustang will make monthly payments of interest and principal. If the Amortization Date is extended to April 1, 2025, the monthly payments will be recalculated in equal amounts according to the remaining number of payment dates through the Maturity Date. All unpaid outstanding principal and accrued and unpaid interest will be due and payable in full on the Maturity Date. The Runway Note accrues interest at a variable annual rate equal to 8.75% plus the greater of (i) 0.50% and (ii) the three-month LIBOR Rate for U.S. dollar deposits or the rate otherwise reasonably determined by the Lendor to be the rate at which U.S. dollar deposits with a term of three months would be offered by banks in London or other offshore interbank markets (the “Applicable Rate”); provided that the Applicable Rate will not be less than 9.25%. At June 30, 2022 the Applicable Rate was 10.21%. Mustang has the option to prepay all of the outstanding Runway Note but not less than all. Prepayment would include outstanding principal, accrued interest, prepayment fee and final payment which is equal to the original principal amount of the Runway Note times 3.5% or $1.1 million. In addition, the Runway Note is secured by a lien on substantially all of Mustang’s assets other than certain intellectual property assets and certain other excluded collateral, and it contains a minimum liquidity covenant and other covenants that include among other items: (i) limits on indebtedness, repurchase of stock from employees, officers and directors. Mustang was in compliance with all applicable covenants as of June 30, 2022. The Runway Note contains customary events of default, in certain circumstances subject to customary cure periods. Following an event of default and any cure period, if applicable, Runway will have the right upon notice to accelerate all amounts outstanding under the Runway Note, in addition to other remedies available to the lenders as secured creditors of the Mustang. Pursuant to the terms of the Runway Note, upon closing Mustang paid Runway upfront fees out of proceeds of $0.4 million consisting of a 1% commitment fee and a deposit of $0.1 million. In addition, Mustang paid other cash fees directly to third parties comprising of an advisory fee and legal fees totaling $2.3 million. Mustang also issued to Runway a warrant to purchase up to 748,036 of Mustang common shares with an exercise price of $0.8021 per share, pursuant to the terms of the Runway Note. In addition, the provisions of the warrant provide for additional warrants to be issued upon funding of the loan tranches. The fair value of the warrant was determined utilizing a Black Scholes Model with the following assumptions: risk free rate of return 1.74%, volatility of 57.3%, 10-year For the three and six months ended June 30, 2022, Mustang amortized approximately $0.2 million of debt discount associated with the Runway Note, which was included in interest expense in the condensed consolidated statement of operations. Partner Company Installment Payments – Licenses The following tables show the details of partner company installment payments – licenses for the periods presented. June 30, 2022 ($ in thousands) Short-term Long-term Total Partner company installment payments - licenses $ 8,000 $ 4,000 $ 12,000 Less: imputed interest (513) (192) (705) Sub-total partner company installment payments - licenses $ 7,487 $ 3,808 $ 11,295 December 31, 2021 ($ in thousands) Short-term Long-term Total Partner company installment payments - licenses $ 5,000 $ 4,000 $ 9,000 Less: imputed interest (490) (373) (863) Sub-total partner company installment payments - licenses $ 4,510 $ 3,627 $ 8,137 Interest Expense The following tables show 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 June 30, 2022 2021 ($ in thousands) Interest Fees Total Interest Fees Total LOC Fees $ 11 $ — $ 11 $ 14 $ — $ 14 Oaktree Note 1,390 375 1,765 1,669 324 1,993 Partner company convertible preferred shares — — — — 270 270 Partner company dividend payable — — — 263 — 263 Partner company installment payments - licenses 215 — 215 220 — 220 Partner company notes payable 981 182 1,163 — — — Total Interest Expense and Financing Fee $ 2,597 $ 557 $ 3,154 $ 2,166 $ 594 $ 2,760 Six Months Ended June 30, 2022 2021 ($ in thousands) Interest Fees Total Interest Fees Total LOC Fees $ 26 $ — $ 26 $ 23 $ — $ 23 Oaktree Note 2,765 731 3,496 3,319 633 3,952 Partner company convertible preferred shares — — — — 270 270 Partner company dividend payable — — — 263 — 263 Partner company installment payments - licenses 418 — 418 441 — 441 Partner company notes payable 1,349 215 1,564 — — — Total Interest Expense and Financing Fee $ 4,558 $ 946 $ 5,504 $ 4,046 $ 903 $ 4,949 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities and other Long-Term Liabilities [Abstract] | |
Accounts Payable and Accrued Expenses | 9. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: June 30, December 31, ($ in thousands) 2022 2021 Accounts Payable $ 53,939 $ 47,429 Accrued expenses: Professional fees 1,796 1,835 Salaries, bonus and related benefits 7,510 8,809 Research and development 8,736 7,932 Research and development - license maintenance fees 502 4,640 Research and development - milestones 4,600 850 Accrued royalties payable 3,027 3,833 Accrued coupon and rebates 8,205 10,603 Return reserve 2,727 3,240 Accrued interest 204 — Other 2,294 1,489 Total accounts payable and accrued expenses $ 93,540 $ 90,660 |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2022 | |
Non-Controlling Interests | |
Non-Controlling Interests | 10. Non-Controlling Interests Non-controlling interests in consolidated entities are as follows: For the Six Months Ended June 30, 2022 As of June 30, 2022 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) non-controlling interests in consolidated entities ownership UR-1 $ (482) $ (664) 34.5 % Aevitas (341) (5,555) 45.9 % Avenue 2 (2,576) 495 82.8 % Baergic (136) (2,267) 39.0 % Cellvation (110) (1,691) 21.7 % Checkpoint 1 (25,007) 6,009 80.5 % Coronado SO — (290) 13.0 % Cyprium (421) (2,803) 29.0 % Helocyte (184) (5,655) 17.9 % JMC (3,302) 17,723 50.9 % Mustang 2 (33,580) 67,212 82.0 % Oncogenuity (139) (1,277) 24.5 % Tamid (14) (758) 22.8 % Total $ (66,292) $ 70,479 For the Year Ended December 31, 2021 As of December 31, 2021 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) non-controlling interests in consolidated entities ownership UR-1 (1,353) $ (1,795) 34.5 % Aevitas (901) (5,060) 45.9 % Avenue 2 (2,909) 2,830 82.0 % Baergic (39) (2,086) 39.0 % Cellvation (131) (1,544) 21.7 % Checkpoint 1 (39,226) 24,238 81.5 % Coronado SO — (290) 13.0 % Cyprium (807) (2,204) 29.8 % Helocyte (89) (5,529) 18.3 % JMC (5,652) 17,498 41.6 % Mustang 2 (48,518) 93,009 82.7 % Oncogenuity (497) (1,124) 24.9 % Tamid (1) (740) 22.8 % Total $ (100,123) $ 117,203 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 | 6 Months Ended |
Jun. 30, 2022 | |
Net Loss per Common Share | |
Net Loss per Common Share | 11. 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, $0.001 par value per share (the “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 six months ended June 30, 2022: Six Months Ended June 30, 2022 2021 Warrants to purchase Common Stock 4,359,193 4,522,654 Options to purchase Common Stock 820,990 828,490 Unvested Restricted Stock 18,710,303 16,389,156 Unvested Restricted Stock Units 121,683 215,684 Total 24,012,169 21,955,984 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 12. Stockholders’ Equity Common Stock At the Company’s 2022 Annual Meeting of Stockholders held on June 21, 2022, its stockholders approved an amendment to its certificate of incorporation to increase the number of authorized shares of Common Stock available to issue by 30 million to 200 million. The amendment was filed with the Secretary of State of the State of Delaware on July 11, 2022. Equity Incentive Plan The Company has in effect the 2013 Stock Incentive Plan, as amended (the “Incentive Plan”). The Incentive Plan was adopted in 2013 by our stockholders and the compensation committee of the Company’s board of directors; eligible awardees of stock-based awards under the Incentive Plan include directors, officers, employees and consultants. In June 2022, the Company’s stockholders approved an amendment to the Incentive Plan to increase the number of authorized shares issuable by 3.0 million shares, for a total of 16.0 million shares. As of June 30, 2022, 4,598,395 shares are available for issuance under the Incentive Plan. 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 six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2022 2021 2022 2021 Employee and non-employee awards $ 2,359 $ 2,541 $ 4,958 $ 4,051 Executive awards of Fortress Companies' stock 524 348 686 693 Partner Companies: Avenue 43 116 612 230 Checkpoint 729 766 1,504 1,540 Mustang 650 547 1,314 1,543 Journey 774 11 1,547 33 Other 2 21 23 33 Total stock-based compensation expense $ 5,081 $ 4,350 $ 10,644 $ 8,123 For the three months ended June 30, 2022 and 2021, approximately $1.2 million and $0.8 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 $3.9 million and $3.6 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 six months ended June 30, 2022 and 2021, approximately $2.6 million and $2.0 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 $8.1 million and $6.1 million, respectively, was included in general and administrative expenses in connection with grants made to employees, members of the board of directors and consultants. 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, 2021 1,018,490 $ 5.04 $ 368,344 1.68 Granted 2,500 2.50 — 9.51 Expired (315,000) 6.36 — — Options vested and expected to vest at June 30, 2022 705,990 $ 4.44 $ — 1.91 Options vested and exercisable at June 30, 2022 705,990 $ 4.44 $ — 1.91 As of June 30, 2022, 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, 2021 18,060,000 $ 2.64 Restricted stock granted 2,375,972 2.50 Restricted stock vested (135,000) 2.71 Restricted stock units granted 535,602 2.27 Restricted stock units forfeited (142,500) 4.10 Restricted stock units vested (265,787) 3.52 Unvested balance at June 30, 2022 20,428,287 $ 2.59 As of June 30, 2022 and 2021, the Company had unrecognized stock-based compensation expense related to restricted stock and restricted stock unit awards of approximately $24.5 million and $23.5 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 2.3 years and 3.2 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, 2021 4,505,621 $ 3.20 $ 68,800 3.93 Expired (508,505) 3.73 — Outstanding as of June 30, 2022 3,997,116 $ 3.13 $ — 3.89 Exercisable as of June 30, 2022 4,370,621 $ 3.23 $ — 3.38 In connection with the Oaktree Note (see Note 8), 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 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 Oaktree Warrants expire on August 27, 2030 and may be net exercised at the holder’s election. The Company filed a registration statement on Form S-3 to register the resale of the shares of Common Stock issuable upon exercise of the Oaktree Warrants that was declared effective by the SEC on November 20, 2020. Long-Term Incentive Program (“LTIP”) On July 15, 2015, the Company’s stockholders approved the LTIP for the Company’s Chairman, President and Chief Executive Officer, Dr. Rosenwald, and Executive Vice Chairman, Strategic Development, Mr. Weiss (amended and restated with stockholder approval on June 7, 2017). The LTIP consists of a program to grant equity interests in the Company and in the Company’s subsidiaries, and a performance-based bonus program that is designed to result in performance-based compensation that is deductible without limit under Section 162(m) of the Internal Revenue Code of 1986, as amended. On January 1, 2022 and 2021, the Compensation Committee granted 1,102,986 and 1,030,339 shares each to Dr. Rosenwald and Mr. Weiss, respectively. These equity grants were made in accordance with the LTIP, and represent 1% of total outstanding shares of the Company as of the dates of such grants. The shares will vest in full if the employee is either in the service of the Company as an employee, Board member or consultant (or any combination of the foregoing) on the tenth anniversary of the LTIP, or the eligible employee has had an involuntary Separation from Service (as defined in the LTIP). The only other vesting condition – one based on achievement of an increase in the Company’s market capitalization – has already been achieved, with respect to each annual award under the LTIP. The shares awarded under the LTIP will also vest in full (and the Company’s repurchase option on each tranche of shares granted thereunder will accordingly lapse) upon the occurrence of a Corporate Transaction (as defined in the LTIP), if the eligible employee is in service to the Company on the date of such Corporate Transaction. The fair value of each grant on the grant date was approximately $2.8 million for the 2022 grant and $3.3 million for the 2021 grant. For the three months ended June 30, 2022 and 2021, the Company recorded stock compensation expense related to LTIP grants of approximately $1.3 million and $1.0 million, respectively, and for the six months ended June 30, 2022 and 2021, recorded expense of approximately $2.6 million and $1.9 million, respectively, on the condensed consolidated statement of operations. Capital Raises 2021 Shelf On July 23, 2021, the Company filed a shelf registration statement 333-255185 on Form S-3, which was declared effective on July 30, 2021 (the "2021 Shelf"). No securities have been taken down under the 2021 Shelf as of June 30, 2022. Common Stock At-the-Market Offering and 2020 Shelf On May 18, 2020, the Company filed a 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"), governing potential sales of the Company's Common Stock. For the six-month period ended June 30, 2022, the Company issued approximately 3.5 million shares of Common Stock at an average price of $1.63 per share for gross proceeds of $5.7 million. For the six-month period ended June 30, 2021, no shares were issued pursuant to the 2020 Common ATM. Approximately $11.7 million of securities remain available for sale under the 2020 Shelf at June 30, 2022. Mustang At-the-Market Offering (the “Mustang ATM”) During the six months ended June 30, 2022, Mustang issued approximately 6.8 million shares of common stock at an average price of $0.87 per share for gross proceeds of $5.9 million under the Mustang ATM. During the six months ended June 30, 2021, Mustang issued approximately 16.2 million shares of common stock at an average price of $3.94 per share for gross proceeds of $63.8 million under the Mustang ATM. Pursuant to the terms of the Founder’s Agreement between the Company and Mustang (see Note 14), Mustang issued to Fortress 2.5% of the aggregate number of shares of Mustang common stock issued in connection with the shares issued under the Mustang ATM. Accordingly, Mustang issued 178,583 shares of common stock to Fortress at a weighted average price of $1.33 per share for the six months ended June 30, 2022 and recorded 41,652 shares issuable to Fortress in connection with the shares issued under the Mustang ATM. Mustang issued 452,965 shares of common stock at a weighted average price of $3.50 per share to Fortress for the six months ended June 30, 2021 in connection with the shares issued under the Mustang ATM. On October 23, 2020, Mustang filed a shelf registration statement No. 333-249657 on Form S-3 (the “Mustang 2020 S-3”), which was declared effective on December 4, 2020. Under the Mustang 2020 S-3, Mustang may sell up to a total of $100.0 million of its securities. As of June 30, 2022, approximately $8.7 million of the Mustang 2020 S-3 remains available for sales of securities. On April 23, 2021, Mustang filed a shelf registration statement No. 333-255476 on Form S-3 (the “Mustang 2021 S-3”), which was declared effective on May 24, 2021. Under the Mustang 2021 S-3, Mustang may sell up to a total of $200 million of its securities. As of June 30, 2022, $200 million of the Mustang 2021 S-3 remains available for sales of securities. Checkpoint At-the-Market Offering (the “Checkpoint ATM”) During the six months ended June 30, 2022, Checkpoint issued approximately 4.3 million shares of common stock under the Checkpoint ATM for aggregate total gross proceeds of approximately $8.9 million at an average selling price of $2.07 per share. During the six months ended June 30, 2021, Checkpoint issued approximately 10.4 million hares of common stock under the Checkpoint ATM for aggregate total gross proceeds of approximately $35.6 million at an average selling price of $3.42 per share. Pursuant to the Founders Agreement between the Company and Checkpoint (see Note 14), Checkpoint issued to Fortress 2.5% of the aggregate number of shares of Checkpoint common stock issued under the Checkpoint ATM. Accordingly, Checkpoint issued 107,632 shares of common stock to Fortress for the six months ended June 30, 2022 and issued 259,990 shares of common stock for the six months ended June 30, 2021. The Checkpoint S-3 is a shelf registration statement filed by Checkpoint in November 2020 that was declared effective in December 2020, under which Checkpoint may sell up to $100 million of its securities. At June 30, 2022, approximately $45.7 million of the Checkpoint shelf remains available for sale under the Checkpoint S-3. Journey Convertible Preferred Shares In March 2021, Journey commenced an offering of 8% Cumulative Convertible Class A Preferred Stock (“Journey Preferred Offering”) in an aggregate minimum amount of $12.5 million and an aggregate maximum amount of $30.0 million. The Journey Preferred Offering terminated on July 18, 2021. As of June 30, 2021, Journey completed three closings and issued an aggregate of 573,280 Journey Preferred shares at a price of $25.00 per share, for gross proceeds of $14.3 million. Following the payment of placement agent fees of $1.4 million, and other expenses of $0.3 million, Journey received $12.6 million of net proceeds. In July 2021, Journey completed two additional closings, raising a combined additional $4.6 million and paid placement agent fees of $0.5 million for net proceeds of $4.2 million. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 13. Commitments and Contingencies 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. The Company also has director and officer insurance to address such claims. The Company also provides indemnification of contractual counterparties in certain situations, including without limitation to clinical sites, service providers and licensors. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | 14. 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 10.8% of the Company’s issued and outstanding Common Stock as of June 30, 2022. The Company’s Executive Vice Chairman, Strategic Development owns approximately 11.5% of the Company’s issued and outstanding Common Stock as of June 30, 2022. Shared Services Agreement with TG Therapeutics, Inc (“TGTX”) In July 2015, TGTX and the Company entered into an arrangement to share the cost of certain research and development employees. The Company’s Executive Vice Chairman, Strategic Development, is Executive Chairman and Chief Executive Officer of TGTX. Under the terms of the Agreement, TGTX will reimburse the Company for the salary and benefit costs associated with these employees based upon actual hours worked on TGTX related projects. In connection with the shared services agreement, for the three months ended June 30, 2022 and 2021 the Company invoiced TGTX $0.5 million and $0.1 million, respectively. For the six months ended June 30, 2022 and 2021, the Company invoiced TGTX $0.6 million and $0.2 million, respectively. On June 30, 2022, the amount due from TGTX related to this arrangement is approximated to be $0.1 million. Shared Services Agreement with Journey On November 12, 2021, Journey and the Company entered into an arrangement to share the cost of certain legal, finance, regulatory, and research and development employees. The Company’s Executive Chairman and Chief Executive Officer is the Executive Chairman of Journey. Under the terms of the arrangement, Journey began reimbursing the Company for the salary and benefit costs associated with these employees based upon actual hours worked on Journey related projects following the completion of their initial public offering in November 2021. For the three and six months ended June 30, 2022, the Company’s employees have provided services to Journey totaling approximately $0.1 million and $0.1 million, respectively. Desk Share Agreement with TGTX The Desk Share Agreement with TGTX, as amended, requires TGTX to pay their share of the average annual rent for office space in New York, NY and Waltham, MA based on actual percentage of the office space occupied on a month-by-month basis. In connection with the Company’s Desk Share Agreement with TGTX for the three months ended June 30, 2022 and 2021, the Company had paid $0.5 million and $0.7 million in rent, respectively, and invoiced TGTX approximately $0.5 million and $0.4 million, respectively, for their prorated share of the rent base. For the six months ended June 30, 2022 and 2021, the Company had paid $1.5 million and $1.4 million in rent, respectively, and invoiced TGTX approximately $0.9 million and $0.9 million, respectively, for their prorated share of the rent base. At June 30, 2022, there were no amounts due from TGTX related to this arrangement. Contribution Agreement with Avenue On May 11, 2022, the Company entered into a stock contribution agreement (the “Contribution Agreement”) with Avenue, pursuant to which the Company agreed to transfer ownership of 100% of its shares (common and preferred) in Baergic to Avenue. Under the Contribution Agreement, the Company also agreed to assign to Avenue certain intercompany agreements existing between Fortress and Baergic, including a Founders Agreement, by and between Fortress and Baergic, dated as of March 9, 2017, and Management Services Agreement, by and between Fortress and Baergic, dated as of March 9, 2017. Consummation of the transactions contemplated by the Contribution Agreement is subject to the satisfaction of certain conditions precedent, including, inter alia: (i) the closing of an equity financing by Avenue resulting in gross proceeds of at least $7.5 million, (ii) the agreement by minority Avenue shareholder InvaGen to (A) have 100% of its shares in Avenue repurchased by Avenue and (B) terminate certain of the agreements into which it entered with Avenue and/or the Company in connection with InvaGen’s 2019 equity investment in Avenue, which would eliminate certain negative consent rights of InvaGen over Avenue and restore certain rights and privileges of Fortress in Avenue (all upon terms to be agreed upon with InvaGen); and (iii) the sustained listing of Avenue’s common stock on the Nasdaq Capital Market. If consummated, the transaction is expected to expand Avenue’s development portfolio within neuroscience. Evaluation and negotiation of the Contribution Agreement was overseen, and execution of the Contribution Agreement was approved, by special committees at the Avenue and Fortress levels, both of which exclusively comprised independent and disinterested directors of the respective companies’ boards. Founders Agreement The Company has entered into Founders Agreements and, in some cases, exchange agreements with certain of its subsidiaries as described in the 2021 Form 10-K. The following table summarizes, by partner company, the effective date of the Founders Agreements and Payment-in-Kind (“PIK”) dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, exchange agreements, and the subsidiaries' certificates of incorporation: PIK Dividend as a % of fully diluted outstanding Class of Stock Partner Company Effective Date 1 capitalization Issued Aevitas July 28, 2017 2.5 % Common Stock Avenue February 17, 2015 0.0 % 2 Common Stock Baergic December 17, 2019 4 2.5 % Common Stock Cellvation October 31, 2016 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % 3 Common Stock Cyprium March 13, 2017 2.5 % Common Stock Helocyte March 20, 2015 2.5 % Common Stock Mustang March 13, 2015 2.5 % Common Stock Oncogenuity April 22, 2020 4 2.5 % Common Stock UR-1 November 7, 2017 4 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: PIK dividends in Avenue will not be paid or accrued so long as InvaGen Pharmaceuticals Inc. (“InvaGen”) retains certain rights under that certain Stockholders Agreement, dated as of November 12, 2018, by and among the Company, Avenue, InvaGen and the other stockholder parties thereto (the “Avenue Stockholders Agreement”). 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: 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 2021 Form 10-K. 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 Partner company Effective Date (Income)/Expense Aevitas July 28, 2017 $ 500 Avenue 1 February 17, 2015 — Baergic March 9, 2017 500 Cellvation October 31, 2016 500 Checkpoint March 17, 2015 500 Cyprium March 13, 2017 500 Helocyte March 20, 2015 500 Mustang March 13, 2015 1,000 Oncogenuity February 10, 2017 500 UR-1 November 7, 2017 500 Fortress (5,000) Consolidated (Income)/Expense $ — Note 1: MSA fees from Avenue will not be paid or accrued so long as InvaGen retains certain rights under the Avenue Stockholders Agreement. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Information | |
Segment Information | 15. Segment Information The Company operates in two reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The accounting policies of the Company are consistently applied to all segments. 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 June 30, 2022 Sales Development Consolidated Net revenue $ 18,291 $ 595 $ 18,886 Cost of goods - product revenue (7,633) — (7,633) Research and development (2,609) (30,522) (33,131) Selling, general and administrative (15,127) (13,921) (29,048) Other expense (450) (2,554) (3,004) Segment loss $ (7,528) (46,402) $ (53,930) Note 1: Dermatology Product Sales segment reflects stand-alone income tax expense that has been eliminated in consolidation. Pharmaceutical and Dermatology Biotechnology ($ in thousands) Products Product Three Months Ended June 30, 2021 Sales Development Consolidated Net revenue $ 15,288 $ 2,555 $ 17,843 Cost of goods - product revenue (7,484) — (7,484) Research and development (10,029) (23,805) (33,834) Selling, general and administrative (7,619) (11,763) (19,382) Other expense (4,683) 23,149 18,466 Segment income (loss) $ (14,527) $ (9,864) $ (24,391) Pharmaceutical and Dermatology Biotechnology Products Product Six Months Ended June 30, 2022 Sales Development Consolidated Net revenue $ 41,587 $ 1,224 $ 42,811 Cost of goods - product revenue (15,836) — (15,836) Research and development (3,875) (65,978) (69,853) Selling, general and administrative (29,946) (25,372) (55,318) Other income (836) (4,376) (5,212) Segment loss $ (8,906) $ (94,502) $ (103,408) Pharmaceutical and Dermatology Biotechnology Products Product Six Months Ended June 30, 2021 Sales Development Consolidated Net revenue $ 26,007 $ 3,423 $ 29,430 Cost of goods - product revenue (11,392) — (11,392) Research and development (10,029) (43,959) (53,988) Selling, general and administrative (13,845) (23,079) (36,924) Other expense (4,904) 27,321 22,417 Segment income (loss) $ (14,163) $ (36,294) $ (50,457) The following tables summarize, for the periods indicated, total assets by reportable segment: Pharmaceutical and ($ in thousands) Dermatology Biotechnology Products Product June 30, 2022 Sales Development Total Assets Intangible assets, net $ 29,440 $ — $ 29,440 Tangible assets 84,056 250,459 334,515 Total segment assets $ 113,496 $ 250,459 $ 363,955 Pharmaceutical and ($ in thousands) Dermatology Biotechnology Products Product December 31, 2021 Sales Development Total Assets Intangible assets, net $ 12,552 $ — $ 12,552 Tangible assets 84,732 299,219 383,951 Total segment assets $ 97,284 $ 299,219 $ 396,503 |
Revenues from Contracts and Sig
Revenues from Contracts and Significant Customers | 6 Months Ended |
Jun. 30, 2022 | |
Revenues from Contracts and Significant Customers | |
Revenues from Contracts and Significant Customers | 16. Revenues from Contracts and Significant Customers Disaggregation of Total Revenue Journey has the following actively marketed products, Qbrexza®, Accutane®, Targadox®, Ximino®, Exelderm®, Luxamend®, Amzeeq® and Zilxi®. All of Journey’s product revenues are recorded in the U.S. The Company’s collaboration revenue is from Cyprium’s agreement with Sentynl (see Note 3). The Company’s related party revenue is from Checkpoint’s collaborations with TGTX (see Note 14). Other revenue consists of a net $2.5 million milestone payment made to Journey triggered by Qbrexza® (Rapifort® Wipes 2.5%) receiving manufacturing and marketing approval in Japan in February 2022. The net $2.5 million milestone payment reflects a milestone payment of $10 million to Journey from their exclusive licensing partner in Japan, Maruho Co., Ltd. (“Maruho”), offset by a $7.5 million payment to Dermira, pursuant to the terms of the Qbrexza APA between Journey and Dermira. Three months ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Qbrexza® $ 6,111 $ 4,568 $ 13,487 4,568 Accutane® 5,200 1,945 10,107 2,141 Amzeeq® 1,265 — 4,731 — Targadox® 2,756 5,727 5,390 $ 12,926 Ximino® 1,035 1,312 2,002 3,413 Zilxi® 555 — 1,297 — Exelderm® 1,313 1,736 2,017 2,953 Other branded revenue — — — 6 Collaboration revenue 577 2,400 1,154 3,200 Revenue – related party 18 155 70 223 Other revenue 56 — 2,556 — Net revenue $ 18,886 $ 17,843 $ 42,811 $ 29,430 The above table includes the authorized generic product within the line items for Targadox®, Ximino® and Exelderm®. Significant Customers For the three-month periods ending June 30, 2022 and 2021, none of the Company’s dermatology products customers accounted for more than 10% of its total gross product revenue. For the six month periods ending June 30, 2022 and 2021, none of the Company’s dermatology products customers accounted for more than 10% of its total gross product revenue. At June 30, 2022 and December 31, 2021, two of the Company’s dermatology products customers accounted for more than 10% of its total accounts receivable balance. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income taxes | |
Income taxes | 17. Income taxes 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 six months ended June 30, 2022 and 2021 is based on the estimated annual effective tax rate. The Company expects a net DTA with a full valuation allowance and 0% estimated annual effective tax rate for 2022. No income tax expense was recognized for the three or six months ended June 30, 2022 or 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 Avenue, Checkpoint, Mustang and Journey. 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 28, 2022 (the “2021 Form 10-K”), from which the Company derived the balance sheet data at December 31, 2021, as well as Checkpoint’s Form 10-K, filed with the SEC on March 28, 2022, Mustang’s Form 10-K, filed with the SEC on March 23, 2022, Avenue’s Form 10-K, filed with the SEC on March 25, 2022, and Journey’s Form 10-K, filed with the SEC on March 28, 2022. 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. |
Restricted Cash | Restricted Cash The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of June 30, 2022 and December 31, 2021, the Company had $2.2 million of restricted cash representing pledges to secure letters of credit in connection with certain office leases. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the unaudited condensed consolidated balance sheets to the unaudited condensed consolidated statements of cash flows at June 30, 2022, and 2021: June 30, 2022 2021 Cash and cash equivalents $ 248,771 $ 274,992 Restricted cash 2,220 1,645 Total cash and cash equivalents and restricted cash $ 250,991 $ 276,637 |
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 2021 Form 10-K. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of Cash and Cash Equivalents and restricted cash | June 30, 2022 2021 Cash and cash equivalents $ 248,771 $ 274,992 Restricted cash 2,220 1,645 Total cash and cash equivalents and restricted cash $ 250,991 $ 276,637 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory | |
Schedule of Inventory | June 30, December 31, ($ in thousands) 2022 2021 Raw materials $ 7,208 $ 5,572 Work-in-process 2,662 — Finished goods 6,242 4,290 Inventory reserve (59) — Total inventories $ 16,053 $ 9,862 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment | |
Schedule of Property, Plant and Equipment | Fortress’ property, plant and equipment consisted of the following: Useful Life June 30, December 31, ($ in thousands) (Years) 2022 2021 Computer equipment 3 $ 744 $ 739 Furniture and fixtures 5 1,387 1,387 Machinery & equipment 5 7,486 6,550 Leasehold improvements 2 15 13,175 13,175 Buildings 40 581 581 Construction in progress 1 N/A 1,537 2,028 Total property and equipment 24,910 24,460 Less: Accumulated depreciation (10,889) (9,394) Property, plant and equipment, net $ 14,021 $ 15,066 Note 1: Relates to the Mustang cell processing facility. |
Intangibles, net (Tables)
Intangibles, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangibles, net | |
Summary of aggregate consideration transferred in connection with VYNE Product Acquisition | The following table summarizes the aggregate consideration transferred for the assets acquired by Journey in connection with the VYNE Product Acquisition: ($ in thousands) Aggregate Consideration Transferred Consideration transferred to VYNE at closing $ 20,000 Fair value of deferred cash payment due January 2023 4,740 Transaction costs 223 Total consideration transferred at closing $ 24,963 |
Summary of assets acquired in VYNE Product Acquisition | The following table summarizes the assets acquired in the VYNE Product Acquisition: ($ in thousands) Assets Recognized Inventory $ 6,041 Identifiable intangibles: Amzeeq 15,162 Zilxi 3,760 Fair value of net identifiable assets acquired $ 24,963 |
Schedule of JMC recognized expense related to its product licenses | The table below provides a summary of the Journey intangible assets as of June 30, 2022 and December 31, 2021, respectively: Estimated Useful ($ in thousands) Lives (Years) June 30, 2022 December 31, 2021 Intangible assets – product licenses 3 to 9 $ 37,925 $ 19,003 Accumulated amortization (8,485) (6,451) Net intangible assets $ 29,440 $ 12,552 |
Schedule of future amortization of intangible assets | The future amortization of these intangible assets is as follows: Total ($ in thousands) Amortization Six Months Ended December 31, 2022 $ 2,033 December 31, 2023 4,067 December 31, 2024 4,068 December 31, 2025 4,067 December 31, 2026 2,855 Thereafter 8,408 Sub-total $ 25,498 Asset not yet placed in service: 3,942 Total $ 29,440 |
Debt and Interest (Tables)
Debt and Interest (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt and Interest | |
Schedule of Debt | Total debt consists of the following: June 30, December 31, ($ in thousands) 2022 2021 Interest rate Maturity Oaktree Note $ 50,000 $ 60,450 11.00 % August - 2025 EWB term loan 15,000 — 7.00 % January - 2026 Runway Note 31,050 — 10.21 % April - 2027 Less: Discount on notes payable (10,439) (7,063) Repayment of Oaktree Note — (10,450) Total notes payable $ 85,611 $ 42,937 |
Schedule of partner company installment payments - licenses | The following tables show the details of partner company installment payments – licenses for the periods presented. June 30, 2022 ($ in thousands) Short-term Long-term Total Partner company installment payments - licenses $ 8,000 $ 4,000 $ 12,000 Less: imputed interest (513) (192) (705) Sub-total partner company installment payments - licenses $ 7,487 $ 3,808 $ 11,295 December 31, 2021 ($ in thousands) Short-term Long-term Total Partner company installment payments - licenses $ 5,000 $ 4,000 $ 9,000 Less: imputed interest (490) (373) (863) Sub-total partner company installment payments - licenses $ 4,510 $ 3,627 $ 8,137 |
Interest Expense for all Debt Arrangements | Three Months Ended June 30, 2022 2021 ($ in thousands) Interest Fees Total Interest Fees Total LOC Fees $ 11 $ — $ 11 $ 14 $ — $ 14 Oaktree Note 1,390 375 1,765 1,669 324 1,993 Partner company convertible preferred shares — — — — 270 270 Partner company dividend payable — — — 263 — 263 Partner company installment payments - licenses 215 — 215 220 — 220 Partner company notes payable 981 182 1,163 — — — Total Interest Expense and Financing Fee $ 2,597 $ 557 $ 3,154 $ 2,166 $ 594 $ 2,760 Six Months Ended June 30, 2022 2021 ($ in thousands) Interest Fees Total Interest Fees Total LOC Fees $ 26 $ — $ 26 $ 23 $ — $ 23 Oaktree Note 2,765 731 3,496 3,319 633 3,952 Partner company convertible preferred shares — — — — 270 270 Partner company dividend payable — — — 263 — 263 Partner company installment payments - licenses 418 — 418 441 — 441 Partner company notes payable 1,349 215 1,564 — — — Total Interest Expense and Financing Fee $ 4,558 $ 946 $ 5,504 $ 4,046 $ 903 $ 4,949 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities and other Long-Term Liabilities [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following: June 30, December 31, ($ in thousands) 2022 2021 Accounts Payable $ 53,939 $ 47,429 Accrued expenses: Professional fees 1,796 1,835 Salaries, bonus and related benefits 7,510 8,809 Research and development 8,736 7,932 Research and development - license maintenance fees 502 4,640 Research and development - milestones 4,600 850 Accrued royalties payable 3,027 3,833 Accrued coupon and rebates 8,205 10,603 Return reserve 2,727 3,240 Accrued interest 204 — Other 2,294 1,489 Total accounts payable and accrued expenses $ 93,540 $ 90,660 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Non-Controlling Interests | |
Schedule of Non-Controlling Interests in Consolidated Entities | Non-controlling interests in consolidated entities are as follows: For the Six Months Ended June 30, 2022 As of June 30, 2022 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) non-controlling interests in consolidated entities ownership UR-1 $ (482) $ (664) 34.5 % Aevitas (341) (5,555) 45.9 % Avenue 2 (2,576) 495 82.8 % Baergic (136) (2,267) 39.0 % Cellvation (110) (1,691) 21.7 % Checkpoint 1 (25,007) 6,009 80.5 % Coronado SO — (290) 13.0 % Cyprium (421) (2,803) 29.0 % Helocyte (184) (5,655) 17.9 % JMC (3,302) 17,723 50.9 % Mustang 2 (33,580) 67,212 82.0 % Oncogenuity (139) (1,277) 24.5 % Tamid (14) (758) 22.8 % Total $ (66,292) $ 70,479 For the Year Ended December 31, 2021 As of December 31, 2021 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) non-controlling interests in consolidated entities ownership UR-1 (1,353) $ (1,795) 34.5 % Aevitas (901) (5,060) 45.9 % Avenue 2 (2,909) 2,830 82.0 % Baergic (39) (2,086) 39.0 % Cellvation (131) (1,544) 21.7 % Checkpoint 1 (39,226) 24,238 81.5 % Coronado SO — (290) 13.0 % Cyprium (807) (2,204) 29.8 % Helocyte (89) (5,529) 18.3 % JMC (5,652) 17,498 41.6 % Mustang 2 (48,518) 93,009 82.7 % Oncogenuity (497) (1,124) 24.9 % Tamid (1) (740) 22.8 % Total $ (100,123) $ 117,203 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) | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022: Six Months Ended June 30, 2022 2021 Warrants to purchase Common Stock 4,359,193 4,522,654 Options to purchase Common Stock 820,990 828,490 Unvested Restricted Stock 18,710,303 16,389,156 Unvested Restricted Stock Units 121,683 215,684 Total 24,012,169 21,955,984 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2022 2021 2022 2021 Employee and non-employee awards $ 2,359 $ 2,541 $ 4,958 $ 4,051 Executive awards of Fortress Companies' stock 524 348 686 693 Partner Companies: Avenue 43 116 612 230 Checkpoint 729 766 1,504 1,540 Mustang 650 547 1,314 1,543 Journey 774 11 1,547 33 Other 2 21 23 33 Total stock-based compensation expense $ 5,081 $ 4,350 $ 10,644 $ 8,123 |
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, 2021 1,018,490 $ 5.04 $ 368,344 1.68 Granted 2,500 2.50 — 9.51 Expired (315,000) 6.36 — — Options vested and expected to vest at June 30, 2022 705,990 $ 4.44 $ — 1.91 Options vested and exercisable at June 30, 2022 705,990 $ 4.44 $ — 1.91 |
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, 2021 18,060,000 $ 2.64 Restricted stock granted 2,375,972 2.50 Restricted stock vested (135,000) 2.71 Restricted stock units granted 535,602 2.27 Restricted stock units forfeited (142,500) 4.10 Restricted stock units vested (265,787) 3.52 Unvested balance at June 30, 2022 20,428,287 $ 2.59 |
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, 2021 4,505,621 $ 3.20 $ 68,800 3.93 Expired (508,505) 3.73 — Outstanding as of June 30, 2022 3,997,116 $ 3.13 $ — 3.89 Exercisable as of June 30, 2022 4,370,621 $ 3.23 $ — 3.38 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 2021 Form 10-K. The following table summarizes, by partner company, the effective date of the Founders Agreements and Payment-in-Kind (“PIK”) dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, exchange agreements, and the subsidiaries' certificates of incorporation: PIK Dividend as a % of fully diluted outstanding Class of Stock Partner Company Effective Date 1 capitalization Issued Aevitas July 28, 2017 2.5 % Common Stock Avenue February 17, 2015 0.0 % 2 Common Stock Baergic December 17, 2019 4 2.5 % Common Stock Cellvation October 31, 2016 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % 3 Common Stock Cyprium March 13, 2017 2.5 % Common Stock Helocyte March 20, 2015 2.5 % Common Stock Mustang March 13, 2015 2.5 % Common Stock Oncogenuity April 22, 2020 4 2.5 % Common Stock UR-1 November 7, 2017 4 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: PIK dividends in Avenue will not be paid or accrued so long as InvaGen Pharmaceuticals Inc. (“InvaGen”) retains certain rights under that certain Stockholders Agreement, dated as of November 12, 2018, by and among the Company, Avenue, InvaGen and the other stockholder parties thereto (the “Avenue Stockholders Agreement”). 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: 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 2021 Form 10-K. 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 Partner company Effective Date (Income)/Expense Aevitas July 28, 2017 $ 500 Avenue 1 February 17, 2015 — Baergic March 9, 2017 500 Cellvation October 31, 2016 500 Checkpoint March 17, 2015 500 Cyprium March 13, 2017 500 Helocyte March 20, 2015 500 Mustang March 13, 2015 1,000 Oncogenuity February 10, 2017 500 UR-1 November 7, 2017 500 Fortress (5,000) Consolidated (Income)/Expense $ — Note 1: MSA fees from Avenue will not be paid or accrued so long as InvaGen retains certain rights under the Avenue Stockholders Agreement. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Information | |
Schedule of Segment Information | The Company operates in two reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The accounting policies of the Company are consistently applied to all segments. 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 June 30, 2022 Sales Development Consolidated Net revenue $ 18,291 $ 595 $ 18,886 Cost of goods - product revenue (7,633) — (7,633) Research and development (2,609) (30,522) (33,131) Selling, general and administrative (15,127) (13,921) (29,048) Other expense (450) (2,554) (3,004) Segment loss $ (7,528) (46,402) $ (53,930) Note 1: Dermatology Product Sales segment reflects stand-alone income tax expense that has been eliminated in consolidation. Pharmaceutical and Dermatology Biotechnology ($ in thousands) Products Product Three Months Ended June 30, 2021 Sales Development Consolidated Net revenue $ 15,288 $ 2,555 $ 17,843 Cost of goods - product revenue (7,484) — (7,484) Research and development (10,029) (23,805) (33,834) Selling, general and administrative (7,619) (11,763) (19,382) Other expense (4,683) 23,149 18,466 Segment income (loss) $ (14,527) $ (9,864) $ (24,391) Pharmaceutical and Dermatology Biotechnology Products Product Six Months Ended June 30, 2022 Sales Development Consolidated Net revenue $ 41,587 $ 1,224 $ 42,811 Cost of goods - product revenue (15,836) — (15,836) Research and development (3,875) (65,978) (69,853) Selling, general and administrative (29,946) (25,372) (55,318) Other income (836) (4,376) (5,212) Segment loss $ (8,906) $ (94,502) $ (103,408) Pharmaceutical and Dermatology Biotechnology Products Product Six Months Ended June 30, 2021 Sales Development Consolidated Net revenue $ 26,007 $ 3,423 $ 29,430 Cost of goods - product revenue (11,392) — (11,392) Research and development (10,029) (43,959) (53,988) Selling, general and administrative (13,845) (23,079) (36,924) Other expense (4,904) 27,321 22,417 Segment income (loss) $ (14,163) $ (36,294) $ (50,457) The following tables summarize, for the periods indicated, total assets by reportable segment: Pharmaceutical and ($ in thousands) Dermatology Biotechnology Products Product June 30, 2022 Sales Development Total Assets Intangible assets, net $ 29,440 $ — $ 29,440 Tangible assets 84,056 250,459 334,515 Total segment assets $ 113,496 $ 250,459 $ 363,955 Pharmaceutical and ($ in thousands) Dermatology Biotechnology Products Product December 31, 2021 Sales Development Total Assets Intangible assets, net $ 12,552 $ — $ 12,552 Tangible assets 84,732 299,219 383,951 Total segment assets $ 97,284 $ 299,219 $ 396,503 |
Revenues from Contracts and S_2
Revenues from Contracts and Significant Customers (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenues from Contracts and Significant Customers | |
Schedule of disaggregation of total revenues | Three months ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Qbrexza® $ 6,111 $ 4,568 $ 13,487 4,568 Accutane® 5,200 1,945 10,107 2,141 Amzeeq® 1,265 — 4,731 — Targadox® 2,756 5,727 5,390 $ 12,926 Ximino® 1,035 1,312 2,002 3,413 Zilxi® 555 — 1,297 — Exelderm® 1,313 1,736 2,017 2,953 Other branded revenue — — — 6 Collaboration revenue 577 2,400 1,154 3,200 Revenue – related party 18 155 70 223 Other revenue 56 — 2,556 — Net revenue $ 18,886 $ 17,843 $ 42,811 $ 29,430 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) $ in Millions | 1 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Accounting Policies [Line Items] | |||
Number of reportable segment | segment | 2 | ||
Letter of Credit [Member] | |||
Accounting Policies [Line Items] | |||
Restricted cash | $ | $ 2.2 | $ 2.2 | |
Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Ownership percentage of the subsidiary to consolidate their accounts | 100% | ||
Maximum [Member] | Maintains Voting Control [Member] | |||
Accounting Policies [Line Items] | |||
Ownership percentage of the subsidiary to consolidate their accounts | 50% | ||
Journey [Member] | 8% Cumulative Convertible Class A Preferred Stock [Member] | |||
Accounting Policies [Line Items] | |||
Preferred Stock, dividend rate percentage | 8% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 248,771 | $ 305,744 | $ 274,992 | |
Restricted cash | 2,220 | 1,645 | ||
Total cash and cash equivalents and restricted cash | $ 250,991 | $ 307,964 | $ 276,637 | $ 234,996 |
Collaboration Agreement (Narrat
Collaboration Agreement (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Feb. 24, 2021 USD ($) Milestone | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Collaboration revenue | $ 577 | $ 2,400 | $ 1,154 | $ 3,200 | ||
Accumulated deficit | (584,579) | (584,579) | $ (547,463) | |||
Cash and cash equivalents | 248,771 | 274,992 | 248,771 | 274,992 | $ 305,744 | |
Cyprium [Member] | Sentynl Therapeutics, Inc [Member] | ||||||
Upfront fees payment | $ 8,000 | |||||
Payments of milestones | $ 12,000 | |||||
Percentage of ownership over any FDA priority review voucher | 100% | |||||
Number of net sales milestones | Milestone | 5 | |||||
Collaboration revenue | $ 600 | $ 2,400 | $ 1,200 | $ 3,200 | ||
FDA approval of the NDA [Member] | Cyprium [Member] | Sentynl Therapeutics, Inc [Member] | ||||||
Payments of milestones | $ 9,000 | |||||
Achievement of Certain Sales Milestones [Member] | Cyprium [Member] | Sentynl Therapeutics, Inc [Member] | ||||||
Payments of milestones | 255,000 | |||||
Completion of Clinical Development Milestones [Member] | Cyprium [Member] | Sentynl Therapeutics, Inc [Member] | ||||||
Payments of milestones | $ 3,000 |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment | ||
Raw materials | $ 7,208 | $ 5,572 |
Work-in-process | 2,662 | |
Finished goods | 6,242 | 4,290 |
Inventory reserve | (59) | |
Total inventories | $ 16,053 | $ 9,862 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment | ||||
Depreciation expense | $ 800 | $ 600 | $ 1,495 | $ 1,212 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 24,910 | $ 24,460 |
Less: Accumulated depreciation | (10,889) | (9,394) |
Property, plant and equipment, net | 14,021 | 15,066 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 744 | 739 |
Useful Life (Years) | 3 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,387 | 1,387 |
Useful Life (Years) | 5 years | |
Machinery & equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 7,486 | 6,550 |
Useful Life (Years) | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 13,175 | 13,175 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 2 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 15 years | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 581 | 581 |
Useful Life (Years) | 40 years | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,537 | $ 2,028 |
Intangibles, net (Narrative) (D
Intangibles, net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Purchase of intangible asset | $ 0 | $ 400 | ||
Dermira, Inc. a subsidiary of Eli Lilly [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Payments of milestones | 7,500 | |||
Journey [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Payments of milestones | 10,000 | |||
Amortization of intangible assets | $ 1,000 | $ 700 | $ 2,000 | $ 1,300 |
Minimum [Member] | Journey [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful lives | 3 years | |||
Maximum [Member] | Journey [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, estimated useful lives | 9 years |
Intangibles, net (VYNE Product
Intangibles, net (VYNE Product Acquisition) (Details) $ in Thousands | Jan. 13, 2022 USD ($) |
VYNE Product Acquisition [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Consideration transferred at closing | $ 20,000 |
VYNE Product Acquisition [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Deferred cash payment | $ 5,000 |
Percentage of upfront payments received on products outside the U.S. due to VYNE | 10% |
VYNE Product Acquisition [Member] | Maximum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Sales-based milestone payments | $ 450,000 |
VYNE Product Acquisition [Member] | Annual Sales Of $100 Million [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Sales-based milestone payments | 10,000 |
VYNE Product Acquisition [Member] | Annual Sales Of $200 Million [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Sales-based milestone payments | 20,000 |
VYNE Product Acquisition [Member] | Annual Sales Of $300 Million [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Sales-based milestone payments | 30,000 |
VYNE Product Acquisition [Member] | Annual Sales Of $400 Million [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Sales-based milestone payments | 40,000 |
VYNE Product Acquisition [Member] | Annual Sales Of $500 Million [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Sales-based milestone payments | $ 50,000 |
Intangibles, net (Aggregate con
Intangibles, net (Aggregate consideration transferred for assets acquired in VYNE Product Acquisitions) (Details) - USD ($) $ in Thousands | Jan. 13, 2022 | Jun. 30, 2022 |
VYNE Product Acquisition [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Consideration transferred at closing | $ 20,000 | |
Fair value of deferred cash payment | 4,740 | |
Transaction costs | 223 | |
Total consideration transferred at closing | 24,963 | |
VYNE Product Acquisition [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Deferred cash payment | $ 5,000 | |
Fair value of deferred cash payment | $ 4,900 |
Intangibles, net (Summary of as
Intangibles, net (Summary of assets acquired in VYNE Product Acquisition) (Details) - VYNE Product Acquisition [Member] $ in Thousands | Jan. 13, 2022 USD ($) |
Indefinite-lived Intangible Assets [Line Items] | |
Inventory | $ 6,041 |
Fair value of net identifiable assets acquired | 24,963 |
Amzeeq [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Identifiable intangibles | 15,162 |
Zilxi [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Identifiable intangibles | $ 3,760 |
Intangibles, net (Schedule of I
Intangibles, net (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Net intangible assets | $ 29,440 | $ 12,552 |
Journey [Member] | ||
Total intangible assets - asset purchases | 37,925 | 19,003 |
Accumulated amortization | (8,485) | (6,451) |
Net intangible assets | $ 29,440 | $ 12,552 |
Minimum [Member] | Journey [Member] | ||
Intangible assets, estimated useful lives | 3 years | |
Maximum [Member] | Journey [Member] | ||
Intangible assets, estimated useful lives | 9 years |
Intangibles, net (Schedule of F
Intangibles, net (Schedule of Future Amortization of Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 29,440 | $ 12,552 |
Journey [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Six months ending December 31, 2022 | 2,033 | |
December 31, 2023 | 4,067 | |
December 31, 2024 | 4,068 | |
December 31, 2025 | 4,067 | |
December 31, 2026 | 2,855 | |
Thereafter | 8,408 | |
Sub-total | 25,498 | |
Assets not yet placed in service | 3,942 | |
Net intangible assets | $ 29,440 | $ 12,552 |
Licenses Acquired - Narrative (
Licenses Acquired - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Expenses recognized | $ 33,131 | $ 33,834 | $ 69,853 | $ 53,988 | |
Journey [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Payments of milestones | 10,000 | ||||
Journey [Member] | DFD Agreement [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Upfront fees payment | $ 10,000 | ||||
Payments of milestones | 163,000 | ||||
Additional payment upon IPO or acquisition | 5,000 | ||||
Requirement to fund Phase 3 clinical trials | $ 24,000 | ||||
Expenses recognized | $ 800 | $ 3,300 | |||
Journey [Member] | Minimum [Member] | DFD Agreement [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Sales royalties (as a percent) | 10% | ||||
Journey [Member] | Maximum [Member] | DFD Agreement [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Sales royalties (as a percent) | 20% |
Debt and Interest (Narrative) (
Debt and Interest (Narrative) (Details) | 3 Months Ended | 6 Months Ended | |||||||
Mar. 04, 2022 USD ($) $ / shares shares | Jan. 12, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Aug. 29, 2020 $ / shares shares | Aug. 27, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Total notes payable | $ 85,611,000 | $ 85,611,000 | $ 42,937,000 | ||||||
Unamortized debt discount fees | 10,439,000 | 10,439,000 | 7,063,000 | ||||||
Debt instrument, interest expense | 2,597,000 | $ 2,166,000 | 4,558,000 | $ 4,046,000 | |||||
Fair Value Adjustment of Warrants | 3,925,000 | 3,925,000 | |||||||
Amortization of debt discount | 946,000 | 903,000 | |||||||
East West Bank ("EWB Loan") [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount outstanding | $ 800,000 | ||||||||
Maximum borrowing capacity | $ 7,500,000 | ||||||||
EWB Amendment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount outstanding | 0 | 0 | |||||||
Debt instrument term | 4 years | ||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
Prime Rate [Member] | EWB Amendment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.70% | ||||||||
Letter of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest expense | 11,000 | 14,000 | 26,000 | 23,000 | |||||
Oaktree Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 60,000,000 | ||||||||
Debt instrument, interest expense | $ 1,390,000 | 1,669,000 | $ 2,765,000 | 3,319,000 | |||||
Debt instrument, stated interest rate | 11% | 11% | |||||||
Exercise price of warrants | $ / shares | $ 3.20 | ||||||||
Oaktree Note [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,749,450 | ||||||||
EWB Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 20,000,000 | ||||||||
Debt instrument, stated interest rate | 7% | 7% | |||||||
Debt instrument term | 4 years | ||||||||
EWB Term Loan [Member] | Debt Tranche 1 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from debt | $ 15,000,000 | ||||||||
Debt instrument face amount | 15,000,000 | ||||||||
EWB Term Loan [Member] | Debt Tranche 2 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 5,000,000 | ||||||||
EWB Term Loan [Member] | Prime Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.73% | ||||||||
Runway Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from debt | $ 30,000,000 | ||||||||
Debt instrument face amount | $ 75,000,000 | ||||||||
Debt, effective interest rate | 10.21% | 10.21% | |||||||
Debt instrument, stated interest rate | 8.75% | 10.21% | 10.21% | ||||||
Debt prepayment penalties | $ 1,100,000 | ||||||||
Percentage of upfront commitment fee | 1% | ||||||||
Upfront Commitment Fee | $ 400,000 | ||||||||
Advisory and legal fees | $ 2,300,000 | ||||||||
Percent of Outstanding Loan Principal Amount for Calculation of Repayment Change | 3.50% | ||||||||
Legal fees | $ 2,300,000 | ||||||||
Deposit on commitment fee | 100,000 | ||||||||
Amortization of debt discount | $ 200,000 | $ 200,000 | |||||||
Runway Note [Member] | Financial Milestones [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 45,000,000 | ||||||||
Runway Note [Member] | LIBOR Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Runway Note [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, effective interest rate | 9.25% | ||||||||
Warrants to Purchase Common Stock [Member] | Runway Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants, fair value | $ 400,000 | ||||||||
Number of shares called by warrants | shares | 748,036 | ||||||||
Exercise price of warrants | $ / shares | $ 0.8021 | ||||||||
Warrants to Purchase Common Stock [Member] | Risk Free Interest Rate [Member] | Runway Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value of warrants assumptions | 1.74 | ||||||||
Warrants to Purchase Common Stock [Member] | Expected Volatility [Member] | Runway Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value of warrants assumptions | 57.3 | ||||||||
Warrants to Purchase Common Stock [Member] | Expected Term [Member] | Runway Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value of warrants assumptions | 10 |
Debt and Interest (Schedule of
Debt and Interest (Schedule of Debt) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 04, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Less: Discount of notes payable | $ (10,439) | $ (7,063) | |
Repayment of Oaktree Note | (10,450) | ||
Total notes payable | 85,611 | 42,937 | |
Oaktree Note [Member] | |||
Debt Instrument [Line Items] | |||
Total notes payable, gross | $ 50,000 | $ 60,450 | |
Interest rate | 11% | ||
Maturity Date, description | August 31, 2025 | ||
EWB Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total notes payable, gross | $ 15,000 | ||
Interest rate | 7% | ||
Maturity Date, description | January - 2026 | ||
Runway Note [Member] | |||
Debt Instrument [Line Items] | |||
Total notes payable, gross | $ 31,050 | ||
Interest rate | 8.75% | 10.21% | |
Maturity Date, description | April - 2027 | ||
Runway Note [Member] | LIBOR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% |
Debt and Interest (Partner comp
Debt and Interest (Partner company installment payments) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt and Interest | ||
Partner company installment payments - licenses, short-term | $ 8,000 | $ 5,000 |
Less: imputed interest | (513) | (490) |
Sub-total partner company installment payments - licenses, short-term | 7,487 | 4,510 |
Partner company installment payments - licenses, long-term | 4,000 | 4,000 |
Less: imputed interest | (192) | (373) |
Sub-total partner company installment payments - licenses, long-term | 3,808 | 3,627 |
Partner company installment payments - licenses | 12,000 | 9,000 |
Less: imputed interest | (705) | (863) |
Sub-total partner company installment payments - licenses | $ 11,295 | $ 8,137 |
Debt and Interest (Interest Exp
Debt and Interest (Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Interest expense, interest | $ 2,597 | $ 2,166 | $ 4,558 | $ 4,046 | |
Amortization of fees | 557 | 594 | 946 | 903 | |
Interest expense, Total | 3,154 | 2,760 | 5,504 | 4,949 | |
Unamortized debt discount fees | 10,439 | 10,439 | $ 7,063 | ||
Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 11 | 14 | 26 | 23 | |
Amortization of fees | 0 | 0 | 0 | 0 | |
Interest expense, Total | 11 | 14 | 26 | 23 | |
Oaktree Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 1,390 | 1,669 | 2,765 | 3,319 | |
Amortization of fees | 375 | 324 | 731 | 633 | |
Interest expense, Total | 1,765 | 1,993 | 3,496 | 3,952 | |
Partner Company Dividend Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 0 | 263 | 0 | 263 | |
Amortization of fees | 0 | 0 | 0 | 0 | |
Interest expense, Total | 0 | 263 | 0 | 263 | |
Partner Company Convertible Preferred Shares [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 0 | 0 | 0 | 0 | |
Amortization of fees | 0 | 270 | 0 | 270 | |
Interest expense, Total | 0 | 270 | 0 | 270 | |
Partner company installment payments - licenses [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 215 | 220 | 418 | 441 | |
Amortization of fees | 0 | 0 | 0 | 0 | |
Interest expense, Total | 215 | 220 | 418 | 441 | |
Partner Company Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 981 | 0 | 1,349 | 0 | |
Amortization of fees | 182 | 0 | 215 | 0 | |
Interest expense, Total | $ 1,163 | $ 0 | $ 1,564 | $ 0 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued expenses: | ||
Accounts Payable | $ 53,939 | $ 47,429 |
Professional fees | 1,796 | 1,835 |
Salaries, bonus and related benefits | 7,510 | 8,809 |
Research and development | 8,736 | 7,932 |
Research and development - license maintenance fees | 502 | 4,640 |
Research and development - milestones | 4,600 | 850 |
Accrued royalties payable | 3,027 | 3,833 |
Accrued coupon and rebates | 8,205 | 10,603 |
Return reserve | 2,727 | 3,240 |
Accrued interest | 204 | 0 |
Other | 2,294 | 1,489 |
Total accounts payable and accrued expenses | $ 93,540 | $ 90,660 |
Non-Controlling Interests (Sche
Non-Controlling Interests (Schedule of Non-Controlling Interests in Consolidated Entities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (32,574) | $ (20,856) | $ (66,292) | $ (38,100) | $ (100,123) |
Non-controlling interests in consolidated entities | 70,479 | 70,479 | 117,203 | ||
UR-1 Therapeutics, Inc [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | (482) | (1,353) | |||
Non-controlling interests in consolidated entities | $ (664) | $ (664) | $ (1,795) | ||
Non-controlling ownership | 34.50% | 34.50% | 34.50% | ||
Aevitas [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (341) | $ (901) | |||
Non-controlling interests in consolidated entities | $ (5,555) | $ (5,555) | $ (5,060) | ||
Non-controlling ownership | 45.90% | 45.90% | 45.90% | ||
Avenue [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (2,576) | $ (2,909) | |||
Non-controlling interests in consolidated entities | $ 495 | $ 495 | $ 2,830 | ||
Non-controlling ownership | 82.80% | 82.80% | 82% | ||
Baergic [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (136) | $ (39) | |||
Non-controlling interests in consolidated entities | $ (2,267) | $ (2,267) | $ (2,086) | ||
Non-controlling ownership | 39% | 39% | 39% | ||
Cellvation [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (110) | $ (131) | |||
Non-controlling interests in consolidated entities | $ (1,691) | $ (1,691) | $ (1,544) | ||
Non-controlling ownership | 21.70% | 21.70% | 21.70% | ||
Checkpoint [Member]. | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (25,007) | $ (39,226) | |||
Non-controlling interests in consolidated entities | $ 6,009 | $ 6,009 | $ 24,238 | ||
Non-controlling ownership | 80.50% | 80.50% | 81.50% | ||
Coronado SO [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ 0 | $ 0 | |||
Non-controlling interests in consolidated entities | $ (290) | $ (290) | $ (290) | ||
Non-controlling ownership | 13% | 13% | 13% | ||
Cyprium [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (421) | $ (807) | |||
Non-controlling interests in consolidated entities | $ (2,803) | $ (2,803) | $ (2,204) | ||
Non-controlling ownership | 29% | 29% | 29.80% | ||
Helocyte [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (184) | $ (89) | |||
Non-controlling interests in consolidated entities | $ (5,655) | $ (5,655) | $ (5,529) | ||
Non-controlling ownership | 17.90% | 17.90% | 18.30% | ||
JMC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (3,302) | $ (5,652) | |||
Non-controlling interests in consolidated entities | $ 17,723 | $ 17,723 | $ 17,498 | ||
Non-controlling ownership | 50.90% | 50.90% | 41.60% | ||
Mustang [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (33,580) | $ (48,518) | |||
Non-controlling interests in consolidated entities | $ 67,212 | $ 67,212 | $ 93,009 | ||
Non-controlling ownership | 82% | 82% | 82.70% | ||
Oncogenuity [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (139) | $ (497) | |||
Non-controlling interests in consolidated entities | $ (1,277) | $ (1,277) | $ (1,124) | ||
Non-controlling ownership | 24.50% | 24.50% | 24.90% | ||
Tamid [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net loss attributable to non-controlling interests | $ (14) | $ (1) | |||
Non-controlling interests in consolidated entities | $ (758) | $ (758) | $ (740) | ||
Non-controlling ownership | 22.80% | 22.80% | 22.80% |
Net Loss per Common Share (Sche
Net Loss per Common Share (Schedule of Diluted Weighted Average Shares Outstanding) (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common Stock, par value | $ 0.001 | $ 0.001 | |
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 24,012,169 | 21,955,984 | |
Warrants to Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 4,359,193 | 4,522,654 | |
Options to Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 820,990 | 828,490 | |
Unvested Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 18,710,303 | 16,389,156 | |
Unvested Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 121,683 | 215,684 |
Stockholders' Equity (Stock-Bas
Stockholders' Equity (Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 5,081 | $ 4,350 | $ 10,644 | $ 8,123 |
Avenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 43 | 116 | 612 | 230 |
Checkpoint [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 729 | 766 | 1,504 | 1,540 |
Mustang [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 650 | 547 | 1,314 | 1,543 |
Journey [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 774 | 11 | 1,547 | 33 |
Other Partners [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2 | 21 | 23 | 33 |
Employee And Nonemployee Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,359 | 2,541 | 4,958 | 4,051 |
Executive Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 524 | $ 348 | $ 686 | $ 693 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 21, 2022 | Aug. 29, 2020 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, increase (decrease) in shares authorized | 30,000,000 | |||||||
Common Stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 170,000,000 | ||||
Stock-based compensation expense | $ 5,081 | $ 4,350 | $ 10,644 | $ 8,123 | ||||
Stock options, unrecognized compensation expense | $ 0 | 0 | 0 | |||||
Journey [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 774 | 11 | $ 1,547 | 33 | ||||
Oaktree Note [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price of warrants | $ 3.20 | |||||||
Percentage of market price of common stock for additional warrants | 95% | |||||||
Warrants expiration date | Aug. 27, 2030 | |||||||
2013 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, increase (decrease) in shares authorized | 3,000,000 | |||||||
Common Stock, shares authorized | 16,000,000 | 16,000,000 | 16,000,000 | |||||
Number of shares available for future issuance | 4,598,395 | 4,598,395 | 4,598,395 | |||||
Maximum [Member] | Oaktree Note [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,749,450 | |||||||
Research and Development Expense [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 1,200 | 800 | $ 2,600 | 2,000 | ||||
General and Administrative Expense [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 3,900 | 3,600 | 8,100 | 6,100 | ||||
Restricted Stock Awards and Restricted Stock Units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense for awards other than options | $ 24,500 | $ 24,500 | $ 23,500 | $ 24,500 | $ 23,500 | |||
Share-based compensation, period for recognition of expense | 2 years 3 months 18 days | 3 years 2 months 12 days | ||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares Granted | 2,375,972 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares Granted | 535,602 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activities) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options vested and expected to vest, Number of shares | 1,018,490 | |
Number of shares, Granted | 2,500 | |
Number of shares, Expired | (315,000) | |
Options vested and expected to vest, Number of shares | 705,990 | 1,018,490 |
Options vested and exercisable, Number of shares | 705,990 | |
Options vested and expected to vest, Weighted average exercise price | $ 5.04 | |
Weighted average exercise price, Granted | 2.50 | |
Weighted average exercise price, Expired | 6.36 | |
Options vested and expected to vest, Weighted average exercise price | 4.44 | $ 5.04 |
Options vested and exercisable, Weighted average exercise price | $ 4.44 | |
Total weighted average intrinsic value, Options vested and expected to vest | $ 368,344 | |
Total weighted average intrinsic value, Options vested and expected to vest | $ 368,344 | |
Options vested and expected to vest, Weighted average contractual life | 1 year 10 months 28 days | 1 year 8 months 4 days |
Options Granted, weighted average remaining contractual life (years) | 9 years 6 months 3 days | |
Options vested and exercisable, Weighted average remaining contractual life (years) | 1 year 10 months 28 days |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Awards and Restricted Stock Units) (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Restricted Stock Awards and Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Unvested balance | 20,428,287 | 18,060,000 |
Weighted average grant price, Unvested balance | $ 2.59 | $ 2.64 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares Granted | 2,375,972 | |
Number of shares, Vested | (135,000) | |
Weighted average grant price, Granted | $ 2.50 | |
Weighted average grant price, Vested | $ 2.71 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares Granted | 535,602 | |
Number of shares, Vested | (265,787) | |
Number of shares, Forfeited | (142,500) | |
Weighted average grant price, Granted | $ 2.27 | |
Weighted average grant price, Vested | 3.52 | |
Weighted average exercise price, Forfeited | $ 4.10 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Warrant activities) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Outstanding warrants | 3,997,116 | 4,505,621 |
Warrants expired, Number of shares | (508,505) | |
Warrants exercisable, Number of shares | 4,370,621 | |
Warrants outstanding, Weighted average exercise price | $ 3.13 | $ 3.20 |
Warrants expired, Weighted average exercise price | 3.73 | |
Warrants exercisable, Weighted average exercise price | $ 3.23 | |
Warrants outstanding, Weighted average intrinsic value | $ 0 | $ 68,800 |
Warrants exercisable, Weighted average intrinsic value | $ 0 | |
Warrants, Weighted average remaining contractual life | 3 years 10 months 20 days | 3 years 11 months 4 days |
Warrants exercisable, Weighted average remaining contractual life | 3 years 4 months 17 days |
Stockholders' Equity (Capital R
Stockholders' Equity (Capital Raises) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Mar. 04, 2022 | Apr. 23, 2021 | Oct. 23, 2020 | Jul. 31, 2021 | Mar. 31, 2021 | Nov. 30, 2020 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Journey [Member] | 8% Cumulative Convertible Class A Preferred Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, number of shares issued | 573,280 | ||||||||
Stock offering, price per share | $ 25 | ||||||||
Stock offering, gross proceeds | $ 4.6 | $ 14.3 | |||||||
Sale of stock, net proceeds | 4.2 | 12.6 | |||||||
Preferred Stock, dividend rate percentage | 8% | ||||||||
Stock offering other fees paid | 0.3 | ||||||||
Placement agent fees | $ 0.5 | $ 1.4 | |||||||
Maximum [Member] | Journey [Member] | 8% Cumulative Convertible Class A Preferred Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, aggregate offering permitted by the agreement | $ 12.5 | ||||||||
Minimum [Member] | Journey [Member] | 8% Cumulative Convertible Class A Preferred Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, aggregate offering permitted by the agreement | $ 30 | ||||||||
Runway Note [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from issuance of notes | $ 30 | ||||||||
At the Market Offering [Member] | MLV & Co. and FBR Capital Markets & Co [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, number of shares issued | 3,500,000 | 0 | |||||||
Stock offering, price per share | $ 1.63 | ||||||||
Stock offering, gross proceeds | $ 5.7 | ||||||||
Amount available for future stock offerings | $ 11.7 | ||||||||
At the Market Offering [Member] | Checkpoint [Member] | Common Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, number of shares issued | 4,300,000 | 10,400,000 | |||||||
Stock offering, price per share | $ 2.07 | $ 3.42 | |||||||
Stock offering, gross proceeds | $ 8.9 | $ 35.6 | |||||||
At the Market Offering [Member] | Checkpoint [Member] | Common Stock [Member] | Founders Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, number of shares issued | 107,632 | 259,990 | |||||||
Shares issued (in percent) | 2.50% | ||||||||
At the Market Offering [Member] | Mustang [Member] | Common Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, number of shares issued | 6,800,000 | 16,200,000 | |||||||
Stock offering, price per share | $ 0.87 | $ 3.94 | |||||||
Stock offering, gross proceeds | $ 5.9 | $ 63.8 | |||||||
At the Market Offering [Member] | Mustang [Member] | Common Stock [Member] | Founders Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, number of shares issued | 178,583 | 452,965 | |||||||
Stock offering, price per share | $ 1.33 | $ 3.50 | |||||||
Number of Shares issuable for At-the-Market offering | 41,652 | ||||||||
Shares issued (in percent) | 2.50% | ||||||||
Shelf Registration Statement [Member] | Checkpoint [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Amount available for future stock offerings | $ 45.7 | ||||||||
Shelf Registration Statement [Member] | Mustang [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Amount available for future stock offerings | 200 | ||||||||
Shelf Registration Statement [Member] | Maximum [Member] | Checkpoint [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, aggregate offering permitted by the agreement | $ 100 | ||||||||
Shelf Registration Statement [Member] | Maximum [Member] | Mustang [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, aggregate offering permitted by the agreement | $ 200 | ||||||||
Mustang 2020 S-3 [Member] | Mustang [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock offering, aggregate offering permitted by the agreement | $ 100 | ||||||||
Amount available for future stock offerings | $ 8.7 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
May 11, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||
Revenue from TGTX | $ 18 | $ 155 | $ 70 | $ 223 | |||
Total notes payable | 85,611 | 85,611 | $ 42,937 | ||||
Interest expense, interest | 2,597 | 2,166 | $ 4,558 | 4,046 | |||
Checkpoint [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Paid in Kind dividend as a percentage of fully diluted outstanding capitalization | 0% | ||||||
Avenue [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Paid in Kind dividend as a percentage of fully diluted outstanding capitalization | 0% | ||||||
Journey [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Related Party Agreement | $ 100 | $ 100 | |||||
Chief Executive Officer (Dr. Rosenwald) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest own in percent by principal stockholder or director | 10.80% | ||||||
Executive Vice Chairman [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest own in percent by principal stockholder or director | 11.50% | 11.50% | |||||
Shared Services Agreement [Member] | TGTX [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from TGTX | $ 500 | 100 | $ 600 | 200 | |||
Related party transaction, receivables | 100 | 100 | |||||
Desk Share Agreements [Member] | TGTX [Member] | New York, NY Office Space [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from TGTX | 500 | 400 | 900 | 900 | |||
Related party transaction, receivables | 0 | 0 | |||||
Total payment for rent | $ 500 | $ 700 | $ 1,500 | $ 1,400 | |||
Stock Contribution Agreement [Member] | Avenue [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of common and preferred shares to be transferred to partner company. | 100% | ||||||
Minimum proceeds required for closing of equity financing | $ 7,500 | ||||||
Percentage of partner company shares to be repurchased by partner company in stock contribution agreement | 100% |
Related Party Transactions (PIK
Related Party Transactions (PIK Dividend or Equity Fee Payable) (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Aevitas [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Jul. 28, 2017 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Avenue [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Feb. 17, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 0% |
Baergic [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Dec. 17, 2019 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Cellvation [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Oct. 31, 2016 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Checkpoint [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 17, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 0% |
Annual equity fee as a percentage of fully diluted outstanding capitalization | 2.50% |
Cyprium [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2017 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Helocyte [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 20, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Mustang [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Oncogenuity [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Apr. 22, 2020 |
Dividends Paid in kind percentage | 2.50% |
UR-1 Therapeutics, Inc [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Nov. 07, 2017 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Related Party Transactions (Man
Related Party Transactions (Management Services Agreement) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |
Fortress - MSA Income | $ (5,000) |
Aevitas [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Jul. 28, 2017 |
Partner companies, MSA fee expense | $ 500 |
Baergic [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 09, 2017 |
Partner companies, MSA fee expense | $ 500 |
Cellvation [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Oct. 31, 2016 |
Partner companies, MSA fee expense | $ 500 |
Checkpoint [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 17, 2015 |
Partner companies, MSA fee expense | $ 500 |
Cyprium [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2017 |
Partner companies, MSA fee expense | $ 500 |
Helocyte [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 20, 2015 |
Partner companies, MSA fee expense | $ 500 |
Mustang [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2015 |
Partner companies, MSA fee expense | $ 1,000 |
Oncogenuity [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Feb. 10, 2017 |
Partner companies, MSA fee expense | $ 500 |
UR-1 Therapeutics, Inc [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Nov. 07, 2017 |
Partner companies, MSA fee expense | $ 500 |
Avenue [Member] | |
Related Party Transaction [Line Items] | |
Effective date | Feb. 17, 2015 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Segment Information | |
Number of reportable segment | 2 |
Segment Information (Schedule o
Segment Information (Schedule of Segment Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net Revenue | $ 18,886 | $ 17,843 | $ 42,811 | $ 29,430 |
Direct cost of goods | (7,633) | (7,484) | (15,836) | (11,392) |
Research and development | (33,131) | (33,834) | (69,853) | (53,988) |
Selling, general and administrative | (29,048) | (19,382) | (55,318) | (36,924) |
Other expense | (3,004) | 18,466 | (5,212) | 22,417 |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | (53,930) | (24,391) | (103,408) | (50,457) |
Dermatology Products Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | 18,291 | 15,288 | 41,587 | 26,007 |
Direct cost of goods | (7,633) | (7,484) | (15,836) | (11,392) |
Research and development | (2,609) | (10,029) | (3,875) | (10,029) |
Selling, general and administrative | (15,127) | (7,619) | (29,946) | (13,845) |
Other expense | (450) | (4,683) | (836) | (4,904) |
Net loss | (7,528) | (14,527) | (8,906) | (14,163) |
Pharmaceutical and Biotechnology Product Development [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | 595 | 2,555 | 1,224 | 3,423 |
Direct cost of goods | 0 | 0 | ||
Research and development | (30,522) | (23,805) | (65,978) | (43,959) |
Selling, general and administrative | (13,921) | (11,763) | (25,372) | (23,079) |
Other expense | (2,554) | 23,149 | (4,376) | 27,321 |
Net loss | $ (46,402) | $ (9,864) | $ (94,502) | $ (36,294) |
Segment Information (Total asse
Segment Information (Total assets by reportable segment) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Intangible asset, net | $ 29,440 | $ 12,552 |
Tangible assets | 334,515 | 383,951 |
Total assets | 363,955 | 396,503 |
Dermatology Products Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Intangible asset, net | 29,440 | 12,552 |
Tangible assets | 84,056 | 84,732 |
Total assets | 113,496 | 97,284 |
Pharmaceutical and Biotechnology Product Development [Member] | ||
Segment Reporting Information [Line Items] | ||
Tangible assets | 250,459 | 299,219 |
Total assets | $ 250,459 | $ 299,219 |
Revenues from Contracts and S_3
Revenues from Contracts and Significant Customers (Narrative) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 customer | Jun. 30, 2021 customer | Jun. 30, 2022 USD ($) customer | Jun. 30, 2021 customer | Dec. 31, 2021 customer | |
Dermira, Inc. a subsidiary of Eli Lilly [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Payments of milestones | $ | $ 7.5 | ||||
Journey [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Payments of milestones | $ | $ 10 | ||||
Dermatology Products Sales [Member] | Customer Concentration Risk [Member] | Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of customers | customer | 0 | 0 | 0 | 0 | |
Dermatology Products Sales [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of customers | customer | 2 | 2 | |||
Dermatology Products Sales [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 10% | 10% |
Revenues from Contracts and S_4
Revenues from Contracts and Significant Customers (Company's product revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Product revenue, net | $ 18,235 | $ 15,288 | $ 39,031 | $ 26,007 |
Collaboration revenue | 577 | 2,400 | 1,154 | 3,200 |
Revenue - related party | 18 | 155 | 70 | 223 |
Other revenue | 56 | 2,556 | ||
Net revenue | 18,886 | 17,843 | 42,811 | 29,430 |
Targadox [Member] | ||||
Product revenue, net | 2,756 | 5,727 | 5,390 | 12,926 |
Ximino [Member] | ||||
Product revenue, net | 1,035 | 1,312 | 2,002 | 3,413 |
Exelderm [Member] | ||||
Product revenue, net | 1,313 | 1,736 | 2,017 | 2,953 |
Accutane [Member] | ||||
Product revenue, net | 5,200 | 1,945 | 10,107 | 2,141 |
Qbrexza [Member] | ||||
Product revenue, net | 6,111 | $ 4,568 | 13,487 | 4,568 |
Other revenue | 2,500 | |||
Amzeeq [Member] | ||||
Product revenue, net | 1,265 | 4,731 | ||
Zilxi [Member] | ||||
Product revenue, net | $ 555 | $ 1,297 | ||
Other Branded Revenue [Member] | ||||
Product revenue, net | $ 6 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income taxes | ||||
Effective income tax rate | 0% | |||
Minimum ownership interest in subsidiaries for consolidated income tax return | 80% | |||
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |