Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-35366 | |
Entity Registrant Name | Fortress Biotech, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5157386 | |
Entity Address, Address Line One | 1111 Kane Concourse Suite 301 | |
Entity Address, City or Town | Bay Harbor Islands | |
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 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
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 | 22,813,954 | |
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, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 76,201 | $ 80,927 |
Accounts receivable, net | 10,465 | 15,222 |
Inventory | 9,687 | 10,206 |
Prepaid expenses and other current assets | 4,649 | 10,500 |
Assets held for sale | 2,209 | |
Total current assets | 103,435 | 117,022 |
Property, plant and equipment, net | 3,546 | 6,505 |
Operating lease right-of-use asset, net | 14,626 | 16,990 |
Restricted cash | 2,063 | 2,438 |
Intangible assets, net | 18,658 | 20,287 |
Other assets | 3,357 | 4,284 |
Total assets | 145,685 | 167,526 |
Current liabilities | ||
Accounts payable and accrued expenses | 68,921 | 73,562 |
Income taxes payable | 806 | 843 |
Common stock warrant liabilities | 172 | 886 |
Operating lease liabilities, short-term | 2,481 | 2,523 |
Partner company convertible preferred shares, short-term, net | 0 | 3,931 |
Partner company installment payments - licenses, short-term, net | 3,000 | 3,000 |
Other short-term liabilities | 163 | 163 |
Total current liabilities | 75,543 | 84,908 |
Notes payable, long-term, net | 67,007 | 60,856 |
Operating lease liabilities, long-term | 15,934 | 18,282 |
Other long-term liabilities | 1,799 | 1,893 |
Total liabilities | 160,283 | 165,939 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity (deficit) | ||
Cumulative redeemable perpetual preferred stock, $0.001 par value, 15,000,000 authorized, 5,000,000 designated Series A shares, 3,427,138 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively, liquidation value of $25.00 per share | 3 | 3 |
Common stock, $0.001 par value, 200,000,000 shares authorized, 22,587,038 and 15,093,053 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 23 | 15 |
Additional paid-in-capital | 739,086 | 717,396 |
Accumulated deficit | (721,235) | (694,870) |
Total stockholders' equity attributed to the Company | 17,877 | 22,544 |
Non-controlling interests | (32,475) | (20,957) |
Total stockholders' equity (deficit) | (14,598) | 1,587 |
Total liabilities and stockholders' equity (deficit) | 145,685 | 167,526 |
Related Party | ||
Current assets | ||
Other receivables - related party | $ 224 | $ 167 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Unaudited Condensed Consolidated Balance Sheets | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock shares designated | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 3,427,138 | 3,427,138 |
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 | 200,000,000 |
Common Stock, shares issued | 22,587,038 | 15,093,053 |
Common Stock, shares outstanding | 22,587,038 | 15,093,053 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | ||||
Product revenue, net | $ 14,855 | $ 16,961 | $ 27,885 | $ 29,126 |
Collaboration revenue | 183 | 364 | ||
Other revenue | 211 | 259 | ||
Net revenue | 14,896 | 17,386 | 27,926 | 29,815 |
Operating expenses | ||||
Cost of goods sold - product revenue | 6,541 | 7,767 | 13,357 | 14,216 |
Research and development | 12,671 | 32,139 | 37,495 | 67,415 |
Research and development - licenses acquired | 3 | 4,233 | ||
Selling, general and administrative | 20,823 | 24,439 | 38,777 | 49,780 |
Asset impairment | 2,649 | 3,143 | 2,649 | 3,143 |
Total operating expenses | 42,684 | 67,491 | 92,278 | 138,787 |
Loss from operations | (27,788) | (50,105) | (64,352) | (108,972) |
Other income (expense) | ||||
Interest income | 734 | 715 | 1,567 | 1,751 |
Interest expense and financing fee | (2,122) | (6,425) | (4,724) | (10,721) |
Change in fair value of warrant liabilities | (512) | 6,166 | ||
Gain (loss) on common stock warrant liabilities | 70 | (597) | ||
Loss from deconsolidation of subsidiaries | (3,369) | (3,369) | ||
Other income (expense) | 282 | 395 | 260 | 699 |
Total other income (expense) | (1,036) | (9,196) | (3,494) | (5,474) |
Net loss | (28,824) | (59,301) | (67,846) | (114,446) |
Net loss attributable to non-controlling interests | 17,876 | 34,525 | 41,481 | 68,133 |
Net loss attributable to Fortress | (10,948) | (24,776) | (26,365) | (46,313) |
Net loss attributable to common stockholders | $ (13,339) | $ (26,917) | $ (31,199) | $ (50,595) |
Net loss per common share attributable to common stockholders - basic | $ (0.73) | $ (3.65) | $ (1.76) | $ (7.14) |
Net loss per common share attributable to common stockholders - diluted | $ (0.73) | $ (3.65) | $ (1.76) | $ (7.14) |
Weighted average common shares outstanding - basic | 18,316,874 | 7,377,332 | 17,736,299 | 7,086,482 |
Weighted average common shares outstanding - diluted | 18,316,874 | 7,377,332 | 17,736,299 | 7,086,482 |
Related Party | ||||
Revenue | ||||
Revenue - related party | $ 41 | $ 31 | $ 41 | $ 66 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock | Common Stock | Common Shares Issuable | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interests | Total |
Balance at Dec. 31, 2022 | $ 3 | $ 7 | $ 675,944 | $ (634,233) | $ 8,304 | $ 50,025 | |
Balance (in shares) at Dec. 31, 2022 | 3,427,138 | 7,366,283 | |||||
Stock-based compensation expense | 8,948 | 8,948 | |||||
Issuance of common stock related to equity plans (in shares) | 183,856 | ||||||
Issuance of common stock for public offering, net | $ 2 | 13,152 | 13,154 | ||||
Issuance of stock for public offerings, net (in shares) | 1,109,526 | ||||||
Issuance of common stock under ESPP | 88 | 88 | |||||
Issuance of common stock for at-the-market offering, net | 1,168 | 1,168 | |||||
Issuance of common stock for at-the-market offering, net (in shares) | 106,425 | ||||||
Common shares issued for dividend on partner company's convertible preferred shares | $ 23 | 108 | 131 | ||||
Common shares issued for dividend on partner company's convertible preferred shares (in shares) | 11,066 | ||||||
Partner company's offering, net | 21,977 | 21,977 | |||||
Partner company's exercise of options for cash | 3 | 3 | |||||
Preferred A dividends declared and paid | (4,016) | (4,016) | |||||
Partner company's dividends declared and paid | (371) | (371) | |||||
Issuance of partner company's common shares for research and development expenses | 1,233 | 1,233 | |||||
Warrants | 272 | 272 | |||||
Deconsolidation/dissolution of subsidiary non-controlling interests | 5,891 | 5,891 | |||||
Non-controlling interest in partner companies | (19,486) | 19,486 | |||||
Net loss attributable to non-controlling interest | (68,133) | (68,133) | |||||
Net loss attributable to common stockholders | (46,313) | (46,313) | |||||
Balance at Jun. 30, 2023 | $ 3 | $ 9 | 23 | 699,020 | (680,546) | (34,452) | (15,943) |
Balance (in shares) at Jun. 30, 2023 | 3,427,138 | 8,777,156 | |||||
Balance at Mar. 31, 2023 | $ 3 | $ 9 | 693,554 | (655,770) | (17,990) | 19,806 | |
Balance (in shares) at Mar. 31, 2023 | 3,427,138 | 8,694,477 | |||||
Stock-based compensation expense | 4,217 | 4,217 | |||||
Issuance of common stock related to equity plans (in shares) | 5,515 | ||||||
Issuance of common stock for public offering, net | (41) | (41) | |||||
Issuance of common stock for at-the-market offering, net | 721 | 721 | |||||
Issuance of common stock for at-the-market offering, net (in shares) | 66,098 | ||||||
Common shares issued for dividend on partner company's convertible preferred shares | 23 | 108 | 131 | ||||
Common shares issued for dividend on partner company's convertible preferred shares (in shares) | 11,066 | ||||||
Partner company's offering, net | 14,460 | 14,460 | |||||
Partner company's exercise of options for cash | 3 | 3 | |||||
Issuance of common stock under partner company's ESPP | 88 | 88 | |||||
Preferred A dividends declared and paid | (2,008) | (2,008) | |||||
Partner company's dividends declared and paid | (185) | (185) | |||||
Issuance of partner company's common shares for research and development expenses | 3 | 3 | |||||
Partner company's warrants issued in conjunction with debt | 272 | 272 | |||||
Deconsolidation/dissolution of subsidiary non-controlling interests | 5,891 | 5,891 | |||||
Non-controlling interest in partner companies | (12,172) | 12,172 | |||||
Net loss attributable to non-controlling interest | (34,525) | (34,525) | |||||
Net loss attributable to common stockholders | (24,776) | (24,776) | |||||
Balance at Jun. 30, 2023 | $ 3 | $ 9 | $ 23 | 699,020 | (680,546) | (34,452) | (15,943) |
Balance (in shares) at Jun. 30, 2023 | 3,427,138 | 8,777,156 | |||||
Balance at Dec. 31, 2023 | $ 3 | $ 15 | 717,396 | (694,870) | (20,957) | 1,587 | |
Balance (in shares) at Dec. 31, 2023 | 3,427,138 | 15,093,053 | |||||
Stock-based compensation expense | 9,856 | 9,856 | |||||
Issuance of common stock related to equity plans (in shares) | 495,761 | ||||||
Issuance of common stock for public offering, net | $ 3 | 10,115 | 10,118 | ||||
Issuance of stock for public offerings, net (in shares) | 3,303,305 | ||||||
Issuance of common stock under ESPP | 51 | 51 | |||||
Issuance of common stock under ESPP (in shares) | 29,844 | ||||||
Issuance of common stock for at-the-market offering, net | $ 2 | 2,824 | 2,826 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 1,554,483 | ||||||
Common shares issued for dividend on partner company's convertible preferred shares | 114 | 114 | |||||
Common shares issued for dividend on partner company's convertible preferred shares (in shares) | 64,747 | ||||||
Common shares issued for exchange of partner company's convertible preferred shares | $ 3 | 3,406 | 3,409 | ||||
Common shares issued for exchange of partner company's convertible preferred shares (in shares) | 2,028,345 | ||||||
Exercise of warrants for cash | 30 | 30 | |||||
Exercise of warrants for cash (in shares) | 17,500 | ||||||
Partner company's offering, net | 18,002 | 18,002 | |||||
Partner company's at-the-market offering, net | 1,779 | 1,779 | |||||
Warrants issued in conjunction with exchange of partner company's convertible preferred shares | 341 | 341 | |||||
Issuance of common stock under partner company's ESPP | 133 | 133 | |||||
Preferred A dividends declared and paid | (4,016) | (4,016) | |||||
Partner company's dividends declared and paid | (352) | (352) | |||||
Exercise of partner company options and warrants for cash, net | 9,370 | 9,370 | |||||
Non-controlling interest in partner companies | (29,963) | 29,963 | |||||
Net loss attributable to non-controlling interest | (41,481) | (41,481) | |||||
Net loss attributable to common stockholders | (26,365) | (26,365) | |||||
Balance at Jun. 30, 2024 | $ 3 | $ 23 | 739,086 | (721,235) | (32,475) | (14,598) | |
Balance (in shares) at Jun. 30, 2024 | 3,427,138 | 22,587,038 | |||||
Balance at Mar. 31, 2024 | $ 3 | $ 19 | 733,290 | (710,287) | (26,962) | (3,937) | |
Balance (in shares) at Mar. 31, 2024 | 3,427,138 | 19,375,343 | |||||
Stock-based compensation expense | 4,998 | 4,998 | |||||
Issuance of common stock related to equity plans (in shares) | 34,293 | ||||||
Issuance of common stock under ESPP | 51 | 51 | |||||
Issuance of common stock under ESPP (in shares) | 29,844 | ||||||
Issuance of common stock for at-the-market offering, net | $ 1 | 1,930 | 1,931 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 1,092,283 | ||||||
Common shares issued for dividend on partner company's convertible preferred shares | 46 | 46 | |||||
Common shares issued for dividend on partner company's convertible preferred shares (in shares) | 26,930 | ||||||
Common shares issued for exchange of partner company's convertible preferred shares | $ 3 | 3,406 | 3,409 | ||||
Common shares issued for exchange of partner company's convertible preferred shares (in shares) | 2,028,345 | ||||||
Partner company's offering, net | 5,265 | 5,265 | |||||
Partner company's at-the-market offering, net | 295 | 295 | |||||
Warrants issued in conjunction with exchange of partner company's convertible preferred shares | 341 | 341 | |||||
Partner companies' proceeds from options and warrants, net | 4,010 | 4,010 | |||||
Preferred A dividends declared and paid | (2,008) | (2,008) | |||||
Partner company's dividends declared and paid | (176) | (176) | |||||
Non-controlling interest in partner companies | (12,363) | 12,363 | |||||
Net loss attributable to non-controlling interest | (17,876) | (17,876) | |||||
Net loss attributable to common stockholders | (10,948) | (10,948) | |||||
Balance at Jun. 30, 2024 | $ 3 | $ 23 | $ 739,086 | $ (721,235) | $ (32,475) | $ (14,598) | |
Balance (in shares) at Jun. 30, 2024 | 3,427,138 | 22,587,038 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (67,846) | $ (114,446) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation expense | 753 | 1,476 |
Loss on disposal of property and equipment | 29 | 0 |
Bad debt expense | 152 | 574 |
Amortization of debt discount | 1,365 | 1,867 |
Accretion of partner company convertible preferred shares | (737) | 521 |
Non-cash interest | 0 | 176 |
Loss on extinguishment of debt | 0 | 2,796 |
Amortization of acquired intangible assets | 1,629 | 2,138 |
Reduction in the carrying amount of operating lease right-of-use assets | 1,893 | 1,052 |
Stock-based compensation expense | 9,856 | 8,948 |
Issuance of partner company's common shares for research and development expenses | 0 | 1,233 |
Expense associated with partner company warrant liabilities | 445 | (6,166) |
Common shares issued for dividend on partner company's convertible preferred shares | 114 | 131 |
Research and development - licenses acquired, expense | 0 | 3,000 |
Loss from deconsolidation/dissolution of subsidiaries | 0 | 3,369 |
Asset impairment loss | 2,649 | 2,923 |
Increase (decrease) in cash and cash equivalents resulting from changes in operating assets and liabilities: | ||
Accounts receivable | 4,605 | 10,897 |
Inventory | 519 | 1,993 |
Other receivables - related party | (57) | (135) |
Prepaid expenses and other current assets | 1,837 | 2,243 |
Other assets | 927 | (97) |
Accounts payable and accrued expenses | (2,837) | 433 |
Deferred revenue | 0 | (364) |
Income taxes payable | (37) | 1 |
Lease liabilities | (2,390) | (980) |
Other long-term liabilities | (94) | (94) |
Net cash used in operating activities | (47,225) | (76,511) |
Cash Flows from Investing Activities: | ||
Purchase of research and development licenses | 0 | (2,000) |
Purchase of property and equipment | 0 | (34) |
Other | 0 | (5) |
Acquisition of VYNE products | 0 | (5,000) |
Net cash used in investing activities | 0 | (7,039) |
Cash Flows from Financing Activities: | ||
Payment of Series A perpetual preferred stock dividends | (4,016) | (4,016) |
Proceeds from issuance of common stock for public offering, net | 10,118 | 13,248 |
Proceeds from issuance of common stock for at-the-market offering, net | 2,826 | 1,168 |
Proceeds from issuance of common stock under ESPP | 51 | 0 |
Exercise of warrants for cash | 30 | 0 |
Proceeds from partner companies' ESPP | 133 | 88 |
Partner company's dividends declared and paid | (352) | (371) |
Proceeds from partner companies' sale of stock, options and warrants, net | 26,214 | 24,455 |
Proceeds from partner companies' at-the-market offering, net | 1,779 | 0 |
Proceeds from exercise of partner companies' equity grants | 0 | 3 |
Proceeds from partner company convertible preferred shares | 0 | 854 |
Stock and warrants issued for exchange of partner company preferred shares | 341 | 0 |
Payment of debt issuance costs associated with partner company convertible preferred shares | 0 | (210) |
Proceeds from partner companies' long-term debt, net | 5,000 | (90) |
Repayment of partner companies' long-term debt | 0 | (40,375) |
Proceeds from partner company's line of credit | 0 | 28,000 |
Repayment of partner company's line of credit | 0 | (30,948) |
Net cash (used in) provided by financing activities | 42,124 | (8,194) |
Net increase (decrease) in cash and cash equivalents and restricted cash | (5,101) | (91,744) |
Cash and cash equivalents and restricted cash at beginning of period | 83,365 | 180,954 |
Cash and cash equivalents and restricted cash at end of period | 78,264 | 89,210 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,536 | 5,131 |
Cash paid (refunded) for income taxes | 115 | (52) |
Supplemental disclosure of non-cash financing and investing activities: | ||
Transfer of assets classified as held for sale | 0 | 4,348 |
Exchange of partner company convertible preferred shares | 3,408 | 0 |
Fair value of assets received by partner company in repurchase transaction | 2,209 | 0 |
Fair value of supplies received by partner company expensed to research and development | 2,509 | 0 |
Partner company accounts receivable write-off related to repurchase transaction | (6,967) | 0 |
Partner company accounts payable write-off related to repurchase transaction | 3,644 | 0 |
Partner company's net purchase consideration of assets recorded to accrued other | (1,395) | 0 |
Settlement of restricted stock units into common stock | 0 | 3 |
Unpaid partner company's offering cost | 0 | 246 |
Partner company derivative warrant liability associated with partner company convertible preferred shares | 0 | 33 |
Prepaid public offering cost | $ 0 | 94 |
Partner company's warrants issued in conjunction with debt | $ 272 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
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 focused on acquiring and advancing assets to enhance long-term value for shareholders through product revenue, equity holding and dividend and royalty revenue streams. Fortress works in concert with its extensive network of key opinion leaders to identify and evaluate promising products and product candidates for potential acquisition. The Company has executed such arrangements in partnership with some of the world’s foremost universities, research institutes and pharmaceutical companies, including City of Hope National Medical Center (“COH” or “City of Hope”), Fred Hutchinson Cancer Center, Dana-Farber Cancer Institute, Nationwide Children’s Hospital, Cincinnati Children’s Hospital Medical Center, Columbia University, the University of Pennsylvania, AstraZeneca plc and Dr. Reddy’s Laboratories, Ltd. Following the exclusive license or other acquisition of the intellectual property underpinning a product or product candidate, Fortress leverages its business, scientific, regulatory, legal and finance expertise to help the partners achieve their goals. Partner and subsidiary companies then assess a broad range of strategic arrangements to accelerate and provide additional funding to support research and development, including joint ventures, partnerships, out-licensings, sales transactions, and public and private financings. To date, four partner companies are publicly-traded, and three have consummated strategic partnerships with industry leaders, including AstraZeneca plc as successor-in-interest to Alexion Pharmaceuticals, Inc. (“AstraZeneca”) and Sentynl Therapeutics, Inc. (“Sentynl”). Our subsidiaries and partner companies that are pursuing development and/or commercialization of biopharmaceutical products and product candidates are: Avenue Therapeutics, Inc. (Nasdaq: ATXI, “Avenue”), Baergic Bio, Inc. (“Baergic”, a subsidiary of Avenue), Cellvation, Inc. (“Cellvation”), Checkpoint Therapeutics, Inc. (Nasdaq: CKPT, “Checkpoint”), Cyprium Therapeutics, Inc. (“Cyprium”), Helocyte, Inc. (“Helocyte”), Journey Medical Corporation (Nasdaq: DERM, “Journey” or “JMC”), Mustang Bio, Inc. (Nasdaq: MBIO, “Mustang”) and Oncogenuity, Inc. (“Oncogenuity”). As used throughout this filing, the words “we”, “us” and “our” may refer to Fortress individually, to one or more of its subsidiaries and/or partner companies, or to all such entities as a group, as dictated by context. Generally, “subsidiary” refers to a private Fortress subsidiary, “partner company” refers to a public Fortress subsidiary, and “partner” refers to an entity with whom one of the foregoing parties has a significant business relationship, such as an exclusive license or an ongoing product-related payment obligation. The context in which any such term is used throughout this document, however, may dictate a different construal from the foregoing. Liquidity and Capital Resources Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities, from the sale of subsidiaries/partner companies, and the proceeds from the exercise of warrants. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur 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 parent Company’s current cash and cash equivalents of $38.2 million are sufficient to fund the parent entity and private subsidiary operations for at least the next 12 months. However, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, sale of partner companies, grants or other arrangements to develop and prepare regulatory filings and obtain regulatory approvals for the existing and new product candidates, fund operating losses, and, if deemed appropriate, establish or secure through third parties manufacturing for the potential products, sales and marketing capabilities. If such funding is not available or not available on terms acceptable to the Company, the Company’s current development plans and plans for expansion of its general and administrative infrastructure may be curtailed. Fortress also has the ability, subject to 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 8 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 Annual Report on Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 28, 2024 (the “2023 Form 10-K”), from which the Company derived the balance sheet data at December 31, 2023, as well as Checkpoint’s Form 10-K, filed with the SEC on March 22, 2024, Mustang’s Form 10-K, filed with the SEC on March 11, 2024, Avenue’s Form 10-K, filed with the SEC on March 18, 2024, and Journey’s Form 10-K, filed with the SEC on March 29, 2024. The Company’s unaudited condensed consolidated financial statements include the results of the Company’s subsidiaries for which it has voting control but does not own 100% of the outstanding equity of the subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, but retains voting control, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss attributable to non-controlling interest, which is based on ownership interests as calculated quarterly for each subsidiary. Use of Estimates 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. The Company’s significant estimates include, but are not limited to provisions for coupons, chargebacks, wholesaler fees, specialty pharmacy discounts, managed care rebates, product returns, inventory realization, valuation of intangible assets, useful lives assigned to long-lived assets and amortizable intangible assets, fair value of stock options and warrants, stock-based compensation, common stock issued to acquire licenses, accrued expenses and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. Restricted Cash The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of June 30, 2024 and December 31, 2023, the Company had $2.1 million and $2.4 million, respectively, of restricted cash representing pledges to secure debt obligations and letters of credit in connection with certain office leases, and an undertaking posted by Cyprium to secure potential damages in an injunctive proceeding. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the unaudited condensed consolidated balance sheets to the unaudited condensed consolidated statements of cash flows as of the dates presented: June 30, 2024 2023 Cash and cash equivalents $ 76,201 $ 78,022 Restricted cash 2,063 11,188 Total cash and cash equivalents and restricted cash $ 78,264 $ 89,210 Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2023 Form 10-K other than the following: Assets Held for Sale Assets held for sale represent assets that have met the criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Long-lived Assets.” As of June 30, 2024, there are $2.2 million of lab and cell processing equipment, furniture and fixtures and computer equipment that are recorded as assets held for sale. The effect of suspending depreciation on the assets held for sale is immaterial to the results of operations. The assets held for sale are part of Mustang’s repurchase of assets from uBriGene (Boston) Biosciences, Inc. (“uBriGene”) (see Note 3). Recently Issued Accounting Pronouncements Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Asset Purchase Agreements
Asset Purchase Agreements | 6 Months Ended |
Jun. 30, 2024 | |
Asset Purchase Agreements | |
Asset Purchase Agreements | 3. Asset Purchase Agreements Mustang Agreements with uBriGene On May 18, 2023, Mustang entered into an Asset Purchase Agreement (the “Original Asset Purchase Agreement”) with uBriGene, pursuant to which Mustang agreed to sell its leasehold interest in its cell processing facility located in Worcester, Massachusetts (the “Facility”), and associated assets relating to the manufacturing and production of cell and gene therapies at the Facility to uBriGene (the “Transaction”). Mustang and uBriGene subsequently entered into Amendment No. 1 to the Original Asset Purchase Agreement, dated as of June 29, 2023 (“Amendment No. 1”), and Amendment No. 2 to the Original Asset Purchase Agreement, dated as of July 28, 2023 (“Amendment No. 2,” and together with the Original Asset Purchase Agreement and Amendment No. 1, the “Prior Asset Purchase Agreement”). On July 28, 2023, pursuant to the Prior Asset Purchase Agreement, Mustang completed the sale of all of its assets that primarily relate to the manufacturing and production of cell and gene therapies at the Facility (such operations, the “Transferred Operations” and such assets, the “Transferred Assets”) to uBriGene for upfront consideration of $6 million cash (the “Base Amount”). The Transferred Assets included all of Mustang’s assets, except for Mustang’s lease and related leasehold improvements of the Facility and contracts that are primarily used in the Transferred Operations. Mustang recorded a gain of $1.4 million in connection with the sale of the Transferred Assets and recorded approximately $0.3 million of the base consideration as deferred income, that was to be recognized upon the transfer of the lease. In connection with the Prior Asset Purchase Agreement, Mustang and uBriGene submitted a voluntary joint notice to the U.S. Committee on Foreign Investment in the United States (“CFIUS”). Following CFIUS’s review and subsequent investigation of the transactions related to the Prior Asset Purchase Agreement, on May 13, 2024, Mustang, together with uBriGene and CFIUS, executed a National Security Agreement (the “NSA”), pursuant to which Mustang and uBriGene agreed to abandon the transactions related to the Prior Asset Purchase Agreement and the agreements entered into in connection therewith. The NSA obligated uBriGene and Mustang to terminate agreements between the two parties, including the Manufacturing Services Agreement, Quality Services Agreement, and Subcontracting CDMO Agreement. In addition, uBriGene must sell, or otherwise dispose of, the equipment assets purchased within 180 days after the execution of the NSA. June 2024 Repurchase of Assets On June 27, 2024 (the “Effective Date”), Mustang entered into an Asset Purchase Agreement (the “Repurchase Agreement”) with uBriGene, pursuant to which Mustang agreed, subject to the terms and conditions set forth therein, to repurchase the Transferred Assets, primarily lab equipment and supplies (collectively, the “Repurchased Assets”). Pursuant to the terms of the Repurchase Agreement, Mustang and uBriGene also terminated existing manufacturing and services agreements. As consideration for the Repurchase Agreement, Mustang has agreed to pay to uBriGene a total purchase price (the “Purchase Price”) of $1.4 million, consisting of (i) an upfront payment of $0.1 million due within five (5) business days of the Effective Date and a (ii) subsequent amount of $1.3 million due on the date that is twelve (12) months after the closing date (the “Deferred Amount”). In the event that as of the original (or any extended) date on which the Deferred Amount is payable, Mustang has, as of the date of the public reporting of its then-most recent quarterly audited or unaudited financial statements, net assets below $20 million, then Mustang may, upon written notice to uBriGene, elect to delay its payment obligation of the Deferred Amount by an additional six (6) months, with no limit on the number of such extensions available to Mustang. Notwithstanding the foregoing, if Mustang has not paid the Deferred Amount in full as of the date that is twelve (12) months after closing of the Repurchase Agreement, any amounts that remain outstanding will accrue interest at a rate of 5% per annum beginning on the date that is twelve (12) months after closing and until the Deferred Amount is paid in full. Additionally, in connection with the termination of the agreements described above under the Repurchase Agreement, Mustang agreed to forgive a net receivable from uBriGene of approximately $3.3 million, comprised of outstanding receivables of $6.9 million and payables of $3.6 million, resulting in total purchase consideration in the Repurchase Transactions of approximately $4.7 million. As of June 30, 2024, the $1.4 million Purchase Price was recorded in Accrued Expenses - Other (see Note 10). Mustang allocated the total purchase consideration of $4.7 million to the Repurchased Assets on a relative fair value basis. Mustang used a third-party to perform a valuation of the repurchased equipment, which resulted in a fair value less costs to sell of approximately $2.2 million. The remaining purchase consideration of $2.5 million was allocated to the supplies repurchased. The supplies repurchased with no alternative future use were recognized as research and development expense in an amount of $2.2 million. Repurchased supplies with an alternative future use of $0.3 million were also recognized in research and development expense, as Mustang does not have plans to resume operations in the facility, and it intends to dispose of the supplies in a single transaction with the equipment. Mustang concluded that the disposal group, which includes the repurchased equipment assets and associated supplies with an aggregate value of approximately $2.2 million, met the criteria to be classified as held for sale at the date of acquisition. Avenue InvaGen Pharmaceuticals Inc. (“InvaGen”) Share Repurchase Under the Share Repurchase Agreement between Avenue and InvaGen Pharmaceuticals, Inc. (“InvaGen”) under which Avenue repurchased all of InvaGen’s shares in Avenue, Avenue agreed to pay InvaGen an additional amount as a contingent fee, payable in the form of seven and a half percent (7.5%) of the net proceeds of future financings, until $4.0 million in the aggregate is paid to InvaGen. In connection with equity financings in the first half of 2024, Avenue made payments totaling $0.6 million to InvaGen. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory | |
Inventory | 4. Inventory June 30, December 31, ($ in thousands) 2024 2023 Raw materials $ 3,583 $ 4,640 Work-in-process 296 884 Finished goods 6,213 4,987 Inventory reserve (405) (305) Total inventories $ 9,687 $ 10,206 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 5. Property and Equipment Useful Life June 30, December 31, ($ in thousands) (Years) 2024 2023 Computer equipment 3 $ 595 $ 595 Furniture and fixtures 5 1,017 1,017 Leasehold improvements 15 13,175 13,175 Buildings 40 581 581 Construction in progress N/A — 29 Total property and equipment 15,368 15,397 Impairment - leasehold improvements (2,177) — Less: Accumulated depreciation (9,645) (8,892) Property and equipment, net $ 3,546 $ 6,505 Fortress' depreciation expense for the three months ended June 30, 2024 and 2023 was approximately $0.4 million and $0.8 million, respectively, and for the six months ended June 30, 2024 and 2023 was approximately $0.8 million and $1.5 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. Impairment of Long-Lived Assets During the three months ended June 30, 2024, Mustang concluded it had a triggering event requiring assessment of impairment for certain leasehold improvements and the related right of use asset. Mustang assessed the carrying value of the asset group consisting of the leasehold improvements and right-of-use asset in accordance with ASC 360, given the significant changes to Mustang’s operations, operating cash and the repurchase of equipment. The assessment of the recoverability of the asset group concluded that there was impairment on the carrying value of the asset group of approximately $2.6 million, which was allocated on a pro rata basis using the relative carrying amounts of the assets. Approximately $2.2 million of the impairment loss was allocated to leasehold improvements, with the remaining $0.4 million allocated to the right-of-use asset. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements Common Stock Warrant Liabilities Warrants ($ in thousands) liabilities Balance at December 31, 2023 $ 886 Change in fair value of common stock warrants - Avenue (139) Change in fair value of common stock warrants - Checkpoint — Change in fair value of placement agent warrants - Urica (24) Exercise of common stock warrants - Avenue (400) Exchange of common stock warrants - Urica (151) Balance at June 30, 2024 $ 172 Checkpoint Checkpoint deemed the placement agent warrants it issued in connection with its registered direct offering (the “December 2022 Placement Agent Warrants”) to be classified as liabilities on the balance sheet as they contain terms for redemption of the underlying security that are outside its control. The December 2022 Placement Agent Warrants were recorded at the time of closing at a fair value determined by using the Black-Scholes model. Checkpoint will revalue the December 2022 Placement Agent Warrants at each reporting period thereafter for as long as they remain outstanding. At June 30, 2024 and December 31, 2023, the liability associated with the December 2022 Placement Agent Warrants was $0.1 million. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the warrant liability that are categorized within Level 3 of the fair value hierarchy was as follows: June 30, December 31, Checkpoint Warrants 2024 2023 Exercise price $ 5.41 $ 5.41 Volatility 106.9 % 96.4 % Expected life in years 3.5 4.0 Risk-free rate 4.5 % 3.8 % Avenue Certain of Avenue’s outstanding warrants to purchase shares of its common stock are classified as liabilities on the balance sheet as they contain terms for redemption of the underlying security that are outside of its control. The Black-Scholes model was used to value these Avenue warrants, at the time of issuance and when re-measured at each financial reporting date, up to exercise or expiration of the warrants, with any changes in fair value being recognized in change in fair value of warrant liabilities, a component of other income (expense) in the unaudited condensed consolidated statements of operations. Avenue Warrant ($ in thousands) Liability Avenue common stock warrant liabilities at December 31, 2023 $ 586 Exercise of Avenue common warrants (400) Change in fair value of common stock warrant liabilities (139) Avenue common stock warrant liabilities at June 30, 2024 $ 47 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the warrant liability that are categorized within Level 3 of the fair value hierarchy was as follows: June 30, December 31 2024 2023 Stock price $ 3.50 $ 12.00 Risk-free interest rate 4.52 % 3.84 % Expected dividend yield — — Expected term in years 3.3 3.8 Expected volatility 160 % 148 % Urica The fair value of Urica’s contingently issuable placement agent warrants in connection with Urica’s first close of its preferred offering in December 2022 was measured using a Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Urica’s warrant liability that are categorized within Level 3 of the fair value hierarchy was as follows: December 31, 2023 Risk-free interest rate 3.93 % Expected dividend yield — Expected term in years 0.5 Expected volatility 153.6 % |
Intangible, net
Intangible, net | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, net | |
Intangible Assets, net | 7. Intangible Assets, net The Company’s finite-lived intangible assets consist of intangible assets acquired by Journey. The table below provides a summary of the Journey intangible assets for the periods presented: Estimated Useful June 30, December 31, ($ in thousands) Lives (Years) 2024 2023 Intangible assets – product licenses 3 to 9 $ 37,925 $ 37,925 Accumulated amortization (16,124) (14,495) Accumulated Impairment loss (3,143) (3,143) Net intangible assets $ 18,658 $ 20,287 For the three months ended June 30, 2024 and 2023, Journey’s amortization expense related to its product licenses was $0.8 million and $1.1 million, respectively. For the six months ended June 30, 2024 and 2023, Journey’s amortization expense related to its product licenses was $1.6 million and $2.1 million, respectively. Journey records amortization expense related to its product licenses as a component of cost of goods sold on the unaudited condensed consolidated statement of operations. The future amortization of these intangible assets is as follows: Total ($ in thousands) Amortization Remainder of 2024 $ 1,628 December 31, 2025 3,257 December 31, 2026 2,471 December 31, 2027 1,775 December 31, 2028 1,595 Thereafter 3,990 Sub-total $ 14,716 Asset not yet placed in service 3,942 Total $ 18,658 |
License Agreements
License Agreements | 6 Months Ended |
Jun. 30, 2024 | |
License Agreements | |
License Agreements | 8. License Agreements In accordance with ASC 730-10-25-1, Research and Development, costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use. The licenses purchased by Fortress and its subsidiaries and partner companies require substantial completion of research and development, and regulatory and marketing approval efforts, in order to reach technological feasibility. As such, the purchase price of any licenses acquired is classified as research and development-licenses acquired in the unaudited condensed consolidated statement of operations |
Debt and Interest
Debt and Interest | 6 Months Ended |
Jun. 30, 2024 | |
Debt and Interest | |
Debt and Interest | 9. Debt and Interest Debt Total debt consists of the following: June 30, December 31, ($ in thousands) 2024 2023 Interest rate Maturity Oaktree Note $ 50,000 $ 50,000 11.0 % August - 2025 SWK Term Loan 20,000 15,000 14.9 % December - 2027 Less: Discount on notes payable (2,993) (4,144) Total notes payable $ 67,007 $ 60,856 Oaktree Note In August 2020, Fortress, as borrower, entered into a $60.0 million senior secured credit agreement with Oaktree Fund Administration, LLC and the lenders from time-to-time thereto (collectively, “Oaktree”) (the “Prior Oaktree Agreement” and the debt thereunder, the “Oaktree Note”). The Prior Oaktree Agreement contained customary representations and warranties and customary affirmative and negative covenants as well as certain financial covenants, including, among other things, (i) maintenance of minimum liquidity and (ii) a minimum revenue test that required Journey’s annual revenue to be equal to or to exceed annual revenue projections set forth in the Prior Oaktree Agreement. Failure by the Company or Journey, as applicable, to comply with the Prior Oaktree Agreement covenants would result in an event of default, subject to certain cure rights of the Company. The Company was in compliance with all applicable covenants under the Prior Oaktree Agreement as of June 30, 2024. The Company was required to make quarterly interest-only payments until the fifth anniversary of the closing date of the Oaktree Note, August 27, 2025, at which point the outstanding principal amount would have been due. The Company could have voluntarily prepaid the Oaktree Note at any time subject to a prepayment fee. The Company was required to make mandatory prepayments of the Oaktree Note under various circumstances as defined in the Prior Oaktree Agreement. No mandatory prepayments were required in the six months ended June 30, 2024. On July 25, 2024, Fortress entered into a $50.0 million senior secured credit agreement with a maturity date of July 25, 2027 (the “Agreement”) with Oaktree. The Company borrowed $35.0 million under the Agreement on the Closing Date and is eligible to draw up to an additional $15.0 million at the lenders’ discretion to support future business development activities. The Agreement replaces the Prior Oaktree Agreement in which the remaining $50.0 million balance was repaid in full (see Note 19). SWK Term Loan On December 27, 2023 (the “SWK Closing Date”), Journey entered into a Credit Agreement with SWK Funding LLC (“SWK”). three-month plus On July 9, 2024, Journey entered into an amendment (the “SWK Amendment”) to the Credit Facility. The SWK Amendment increased the total amount available under the Credit Facility from $20.0 million to $25.0 million. The $5.0 million available under the SWK Amendment is contractually required to be drawn upon FDA approval of Journey’s DFD-29 product candidate, subject to Journey receiving such approval on or before June 30, 2025 (See Note 19). Beginning in February 2026, Journey is required to repay a portion of the outstanding principal of the Term Loans quarterly in an amount equal to 7.5% of the principal amount of funded Term Loans, with any remaining principal balance due on the maturity date. If the total revenue of Journey, measured on a trailing twelve-month basis, is greater than $70.0 million as of December 31, 2025, the principal repayment start date is extended from February 2026 to February 2027, at which point Journey is required to repay a portion of the outstanding principal of the Term Loans quarterly in an amount equal to 15% of the principal amount of funded Term Loans, with any remaining principal balance due on the maturity date. Journey may at any time prepay the outstanding principal balance of the Term Loans in whole or in part. Prepayment of the Term Loans is subject to payment of a prepayment premium equal to (i) 2% of the Term Loans prepaid plus the amount of interest that would have been due through the first anniversary of the SWK Closing Date if the Term Loans are prepaid prior to the first anniversary of the SWK Closing Date, (ii) 1% of the Term Loans prepaid if the Term Loans are prepaid on or after the first anniversary of the SWK Closing Date but prior to the second anniversary of the SWK Closing Date, or (iii) 0% if prepaid thereafter. Upon repayment in full of the Term Loans, Journey will pay an exit fee equal to 5% of the original principal amount of the Term Loans. Additionally, Journey paid an origination fee of $0.2 million on the SWK Closing Date and incurred issuance costs of $0.2 million, both of which have been recorded as a debt discount. Journey is accreting the carrying value of the SWK Term Loan to the original principal balance plus the exit fee over the term of the loan using the effective interest method. The amortization of the discount is accounted for as interest expense in the Consolidated Statement of Operations. The SWK Credit Facility also includes both revenue and liquidity covenants, restrictions as to payment of dividends, and is secured by substantially all assets of Journey. As of June 30, 2024, Journey was in compliance with the financial covenants under the SWK Credit Facility. Urica 8% Cumulative Convertible Class B Preferred Offering In December 2022 and February 2023 Urica closed private offerings of its 8% Cumulative Convertible Class B Preferred Stock (the “Urica Preferred Stock”), at a price of $25.00 per share (“Subscription Price”) pursuant to which it sold a total of 135,494 shares of Urica Preferred Stock for gross proceeds of $3.4 million, before deducting underwriting discounts and commissions and offering expenses of approximately $0.5 million (the “Urica Offering”). A non-cash contingent warrant value of $0.1 million was also recorded in debt discount (see Note 6). Dividends on the Urica Preferred Stock were payable monthly by Fortress in shares of Fortress Common Stock based upon a 7.5% discount to the average closing price over the 10-day period preceding the dividend payment date. Dividends were recorded as interest expense. For the three month periods ended June 30, 2024 and 2023, the Company recorded expense of $0.1 million and $0.1 million associated with the Urica dividends and for the six month periods ended June 30, 2024 and 2023, the Company recorded expense of $0.1 million and $0.1 million associated with the Urica dividends. The shares mandatorily converted into Urica common stock upon either: (i) a qualified financing pursuant to which Urica raises at least $20 million in aggregate gross proceeds; or (ii) a sale of Urica. Additionally, in the event that neither such a qualified financing nor a sale of Urica had occurred prior to June 27, 2024, then each holder of Urica Preferred Stock was eligible to receive, at Fortress’ election, one of: (x) a cash payment equal to the product of the Subscription Price and the number of shares of Urica Preferred Stock held by such holder; (y) a number of shares of Fortress common stock equal to the Fortress Share Exchange Amount; or (z) a combination of the foregoing. On June 27, 2024, as neither a qualified financing nor a sale of Urica occurred, Fortress elected to exchange the outstanding shares of Urica Preferred Stock, which was recorded as a liability, into 2,028,345 shares of Fortress common stock. Interest Expense Interest expense includes contractual interest, and fees include amortization of the debt discount and amortization of fees associated with loan transaction costs, amortized over the life of the loan. The following table shows the components of interest expense for all debt arrangements during the periods presented: Three Months Ended June 30, 2024 2023 ($ in thousands) Interest Fees Total Interest Fees Total Oaktree Note 1,390 522 1,912 1,391 712 2,103 Partner company convertible preferred shares (403) 45 (358) 391 239 630 Partner company installment payments - licenses — — — 85 — 85 Partner company notes payable 499 64 563 3,301 272 3,573 Other 5 — 5 34 — 34 Total Interest Expense and Financing Fee $ 1,491 $ 631 $ 2,122 $ 5,202 $ 1,223 $ 6,425 Six Months Ended June 30, 2024 2023 ($ in thousands) Interest Fees Total Interest Fees Total Oaktree Note 2,781 1,024 3,805 2,781 1,136 3,917 Partner company convertible preferred shares (290) 90 (200) 651 299 950 Partner company installment payments - licenses — — — 176 — 176 Partner company notes payable 985 126 1,111 4,801 432 5,233 Other 8 — 8 113 332 445 Total Interest Expense and Financing Fee $ 3,484 $ 1,240 $ 4,724 $ 8,522 $ 2,199 $ 10,721 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 10. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: June 30, December 31, ($ in thousands) 2024 2023 Accounts payable $ 37,957 $ 34,810 Accrued expenses: Professional fees 2,260 1,681 Salaries, bonus and related benefits 4,903 8,531 Research and development 8,547 11,644 Accrued royalties payable 1,656 2,015 Accrued coupon and rebates 6,596 9,987 Return reserve 3,214 4,077 Other 1 3,788 817 Total accounts payable and accrued expenses $ 68,921 $ 73,562 Note 1: Includes approximately $1.4 million of accrued consideration related to Mustang’s Asset Purchase Agreement with uBriGene (see Note 3) as of June 30, 2024. |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2024 | |
Non-Controlling Interests | |
Non-Controlling Interests | 11. Non-Controlling Interests The Company’s ownership interests in its consolidated subsidiaries at June 30, 2024 was similar to December 31, 2023, except for Mustang which decreased from 19% to 7.2%. |
Net Loss per Common Share
Net Loss per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Net Loss per Common Share | |
Net Loss per Common Share | 12. Net Loss per Common Share Basic and diluted net loss per share attributed to common stockholders is calculated by dividing the net loss attributed to Fortress, less the Series A Preferred dividends and adjusted for subsidiary deemed dividends, by the weighted-average number of shares of Common Stock outstanding during the period, not including unvested restricted stock, and without consideration for Common Stock equivalents. Diluted net loss per share is the same as the basic loss per share due to net losses in all periods. For the three and six months ended June 30, 2024, the effect on the net loss per share calculation from Series A Preferred dividends was $2.0 million and $4.0 million, respectively, and partner company deemed dividends were $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2023, the effect on the net loss per share calculation from Series A Preferred dividends was $2.0 million and $4.0 million, respectively, and partner company deemed dividends were $0.1 million and $0.3 million, respectively. The following shares of potentially dilutive securities, weighted during the six months ended June 30, 2024 and 2023, have been excluded from the computation of diluted weighted average shares outstanding, as the effect of including such securities would be anti-dilutive: Six Months Ended June 30, 2024 2023 Warrants to purchase Common Stock 5,769,787 127,296 Options to purchase Common Stock 18,896 36,423 Unvested Restricted Stock 1,693,684 1,374,116 Unvested Restricted Stock Units 273 73 Total 7,482,640 1,537,908 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | 13. Stockholders’ Equity Stock-based Compensation As of June 30, 2024, the Company had the following equity compensation plans: the Fortress Biotech, Inc. 2013 Stock Incentive Plan, as amended (the “2013 Plan”), the Fortress Biotech, Inc. 2012 Employee Stock Purchase Plan (the “ESPP”) and the Fortress Biotech, Inc. Long Term Incentive Plan (“LTIP”). In May 2024, the Company’s Board of Directors and stockholders approved an amendment to the 2013 Plan to increase the number of authorized shares issuable by 10.0 million shares, and approved an amendment to the ESPP to increase the number of shares issuable by 1.0 million. The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the periods presented: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2024 2023 2024 2023 Fortress: Employee and non-employee awards $ 2,249 $ 2,271 $ 4,442 $ 4,708 Executive awards 273 410 497 817 Partner Companies: Avenue 192 27 383 38 Checkpoint 1,171 567 1,881 1,536 Mustang (619) 45 (542) 280 Journey 1,674 873 3,080 1,519 Other 58 24 115 50 Total stock-based compensation expense $ 4,998 $ 4,217 $ 9,856 $ 8,948 For the three months ended June 30, 2024 and 2023, approximately $0.7 million and $0.5 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 $4.3 million and $3.7 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, 2024 and 2023, approximately $1.7 million and $1.5 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 $7.5 million, respectively, was included in general and administrative expenses in connection with grants made to employees, members of the board of directors and consultants. Stock Options The following table summarizes Fortress stock option activities excluding activity related to Fortress subsidiaries and partner companies: Weighted average Total remaining Weighted average weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2023 18,896 $ 20.55 $ — 1.76 Granted 540,000 1.68 16,200 6.71 Options vested and expected to vest at June 30, 2024 558,896 $ 2.32 $ 16,200 6.52 Options vested and exercisable at June 30, 2024 18,896 $ 20.55 $ — 1.26 As of June 30, 2024 and 2023, Fortress had $0.6 million and $0.6 million, respectively, in unrecognized stock-based compensation expense related to options which is expected to be recognized over the remaining weighted-average vesting period of 3.6 years and 5.7 years, respectively. Restricted Stock and Restricted Stock Units The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress subsidiaries and partner companies: Weighted average grant Number of shares price Unvested balance at December 31, 2023 1,458,700 $ 28.05 Restricted stock granted 443,024 3.01 Restricted stock vested (17,303) 35.76 Restricted stock units granted 37,500 1.84 Restricted stock units forfeited (10,582) 11.43 Restricted stock units vested (49,684) 39.61 Unvested balance at June 30, 2024 1,861,655 $ 21.27 As of June 30, 2024 and 2023, the Company had unrecognized stock-based compensation expense related to restricted stock and restricted stock unit awards of approximately $11.5 million and $16.0 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 1.3 years and 2.0 years, respectively. Warrants The following table summarizes Fortress warrant activities, excluding activities related to Fortress subsidiaries and partner companies: Total weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2023 5,787,289 $ 1.88 $ 7,794,450 4.91 Issued 3,506,140 3.12 8,113 — Exercised (17,500) 1.70 — — Outstanding as of June 30, 2024 9,275,929 $ 2.35 $ 64,538 4.46 Exercisable as of June 30, 2024 9,275,929 $ 2.35 $ 64,538 4.46 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 and May 23, 2024). 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, 2024 and 2023, the Compensation Committee granted 216,465 shares each to Dr. Rosenwald and Mr. Weiss. These equity grants were made in accordance with the LTIP, and each award represents 1% of total outstanding shares of the Company as of the dates of such grants. The shares’ original vesting terms includes vesting in full if the employee was 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 an involuntary Separation from Service (as defined in the LTIP). The only other vesting condition – one based on the 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 $0.7 million for the 2024 grant and $0.8 million for the 2023 grant. For the three months ended June 30, 2024 and 2023, the Company recorded stock compensation expense related to LTIP grants of approximately $1.7 million and $1.5 million, respectively, and for the six months ended June 30, 2024 and 2023, the Company recorded stock compensation expense related to LTIP grants of approximately $3.3 million and $2.9 million, respectively, on the unaudited condensed consolidated statement of operations. Capital Raises 2021 Shelf On July 23, 2021, the Company filed a shelf registration statement (File No. 333-258145) on Form S-3, which was declared effective on July 30, 2021 (the “2021 Shelf”). Approximately $86.2 million of securities were available for sale under the 2021 Shelf as of June 30, 2024, subject to General Instruction I.B.6. of Form S-3. On May 17, 2024, the Company filed a shelf registration statement (File No. 333-279516) on Form S-3, which was declared effective on May 30, 2024 (the “2024 Shelf”). All $50.0 million of securities were available for sale under the 2024 Shelf as of June 30, 2024, subject to General Instruction I.B.6. of Form S-3. At the Market Offering During the six months ended June 30, 2024, the Company issued and sold approximately 1.6 million shares at an average price of $1.87 per share for gross proceeds of $2.9 million. During the six months ended June 30, 2023, the Company issued and sold approximately 0.1 million shares at an average price of $11.31 for gross proceeds of $1.2 million. Registered Direct Offering In January 2024, Fortress closed a registered direct offering of an aggregate of 3,303,305 shares of its common stock and warrants to purchase up to 3,303,305 shares of its common stock at a combined purchase price of $3.33 per share of common stock and accompanying warrant priced at-the-market under Nasdaq rules. The warrants have an exercise price of $3.21 per share, were immediately exercisable, and expire five years following the date of issue. Net proceeds to Fortress, after deducting the placement agent’s fees and other offering expenses, were approximately $10.2 million. Checkpoint 2023 Shelf Registration Statement In March 2023, Checkpoint filed a shelf registration statement (File No. 333-270843) on Form S-3 (the “Checkpoint 2023 S-3”), which was declared effective May 5, 2023. Under the Checkpoint 2023 S-3, Checkpoint may sell up to a total of $150 million of its securities. As of June 30, 2024, approximately $77.7 million of the securities remains available for sale through the Checkpoint 2023 S-3, subject to General Instruction I.B.6 of Form S-3. Checkpoint Registered Direct Offering In January 2024, Checkpoint closed on a registered direct offering (the “Checkpoint January 2024 Registered Direct Offering”) with a single institutional investor for the issuance and sale of 1,275,000 shares of its common stock and 6,481,233 pre-funded warrants. Each pre-funded warrant was exercisable for one share of Checkpoint common stock. The Checkpoint common stock and the pre-funded warrants were sold together with common stock warrants (the “Checkpoint January 2024 Common Warrants”) to purchase up to 7,756,233 shares of Checkpoint common stock, at a purchase price of $1.805 per share of common stock and $1.8049 per pre-funded warrant. The pre-funded warrants were funded in full at closing except for a nominal exercise price of $0.0001 and are exercisable commencing on the closing date and will terminate when such pre-funded warrants are exercised in full. The Checkpoint January 2024 Common Warrants are exercisable immediately upon issuance and will expire five years following the issuance date and have an exercise price of $1.68 per share. Checkpoint also issued the placement agent warrants to purchase up to 465,374 shares of common stock with an exercise price of $2.2563 per share. Net proceeds to Checkpoint from the Checkpoint January 2024 Registered Direct Offering were $12.6 million after deducting commissions and other transaction costs. As of July 2024, all of the pre-funded warrants from the Checkpoint January 2024 Registered Direct Offering were fully exercised (see Note 19). Pursuant to the Company’s Founders Agreement with Checkpoint, Checkpoint issued to Fortress 2.5% of the aggregate number of shares of common stock issued in the registered direct offering noted above. Accordingly, Checkpoint issued 193,905 shares of common stock to Fortress for the six months ended June 30, 2024. Avenue 2021 Shelf Registration Statement In December 2021, Avenue filed a shelf registration statement (File No. 333-261520) on Form S-3 (the “Avenue 2021 S-3”), which was declared effective on December 10, 2021. As of June 30, 2024, approximately $24.6 million of the securities were available for sale under the Avenue 2021 S-3, subject to General Instruction I.B.6. of Form S-3. Avenue 2024 Warrant Exercises and Private Placement On January 5, 2024, Avenue entered into (i) an inducement offer letter agreement (the “January 2023 Investor Inducement Letter”) with a certain investor (the “January 2023 Investor”) in connection with certain outstanding warrants to purchase up to an aggregate of 25,871 shares of Common Stock, originally issued to the January 2023 Investor on January 31, 2023 (the “January 2023 Warrants”) and (ii) an inducement offer letter agreement (the “November 2023 Investor Inducement Letter Agreement” and, together with the January 2023 Investor Inducement Letter, the “January 2024 Warrant Inducement”) with certain investors (the “November 2023 Investors” and, together with the January 2023 Investor, the “Holders”) in connection with certain outstanding warrants to purchase up to an aggregate of 194,667 shares of Common Stock, originally issued to the November 2023 Investors on November 2, 2023 (the “November 2023 Warrants” and, together with the January 2023 Warrants, the “Existing Warrants”). The January 2023 Warrants had an exercise price of $116.25 per share, and the November 2023 Warrants had an exercise price of $22.545 per share. Pursuant to the January 2024 Warrant Inducement, (i) the January 2023 Investor agreed to exercise its January 2023 Warrants for cash at a reduced exercise price of $22.545 per share and (ii) the November 2023 Investors agreed to exercise their November 2023 Warrants for cash at the existing exercise price of $22.545, in each case in consideration for Avenue’s agreement to issue in a private placement (x) Series A Warrants to purchase up to 220,538 shares of Avenue Common Stock and (y) Series B Warrants to purchase up to 220,538 shares of Avenue Common Stock. The net proceeds to Avenue from the exercise of the warrants was approximately $4.5 million, after deducting placement agent fees and estimated offering costs, but without giving effect to the exercise of the Series A Warrants and Series B Warrants issued in the January 2024 Warrant Inducement. The fair value of the Series A Warrants and Series B Warrants was allocated between the January 2023 Warrants and the November 2023 Warrants on a weighted basis, with approximately $0.6 million allocated to the January 2023 Warrants and recorded to loss on common stock warrant liabilities in the condensed consolidated statement of operations, and the approximately $4.3 million allocated to the November 2023 Warrants deemed to be a dividend such that it was included in net loss attributable to common stockholders in the calculation of net loss per share in the condensed consolidated statement of operations (see Note 12). Also in April 2024, Avenue entered into definitive agreements for the immediate exercise of certain of its existing outstanding warrants for cash an aggregate of 689,680 warrants for shares of Avenue’s common stock at a reduced exercise price of $6.20 per share (the “May 2024 Warrant Inducement”). The exercised warrants are comprised of warrants to purchase shares of common stock originally issued by Avenue on October 11, 2022, each having an exercise price of $116.25 per share, Series A and Series B warrants to purchase shares of common stock originally issued by Avenue on November 2, 2023, each having an exercise price of $22.545 per share, and warrants to purchase shares of common stock originally issued by Avenue on January 9, 2024, each having an exercise price of $22.545 per share. In consideration for the immediate exercise of the warrants for cash in the May 2024 Warrant Inducement, Avenue issued two new unregistered series of warrants to purchase up to a total of 1,379,360 shares of Avenue common stock for a payment of $0.125 per warrant. The warrants have an exercise price of $6.20 per share, and terms of eighteen months for one series and five years for the other series. Total net proceeds to Avenue were approximately $3.7 million after deducting placement agent fees and other expenses payable by Avenue. In May 2024, Avenue entered into an At-the-Market Offering Agreement (the “Avenue ATM”) under which Avenue may offer and sell, from time to time at its sole discretion, up to $3.9 million of shares of its common stock. The offer and sale of the shares will be made pursuant to a base prospectus forming a part of the 2021 Avenue S-3, and the related prospectus supplement dated May 10, 2024. During the six months ended June 30, 2024, Avenue issued 87,683 shares through the Avenue ATM for net proceeds of $0.3 million. Pursuant to the Company’s Founders Agreement with Avenue, Avenue issued to Fortress 2.5% of the aggregate number of shares of common stock issued in the warrant exercises noted above. Accordingly, Avenue issued 25,567 shares of common stock to Fortress for the six-month period ended June 30, 2024. Mustang 2021 Shelf Registration Statement and At-the-Market Offering (the “Mustang ATM”) On April 23, 2021, Mustang filed a shelf registration statement on Form S-3 (File No. 333-255476) (the “Mustang 2021 S-3”), which was declared effective on May 24, 2021. Under the Mustang 2021 S-3, Mustang was able to sell up to a total of $200.0 million of its securities. In the six months ended June 30, 2024, Mustang sold approximately $4.4 million of securities under the Mustang 2021 S-3 until its expiration on May 24, 2024. On May 31, 2024, Mustang filed a shelf registration statement on Form S-3 (File No. 333-279891) (the “Mustang 2024 S-3”), which was declared effective on June 12, 2024. Under the Mustang 2024 S-3, Mustang may sell up to a total of $40.0 million of its securities. As of June 30, 2024, approximately $37.5 million of the Mustang 2024 S-3 remains available for sales of securities, subject to General Instruction I.B.6. of Form S-3. On May 31, 2024, Mustang entered into an At-the-Market Offering Agreement (the “Mustang ATM”) relating to the sale of shares of common stock pursuant to the Mustang 2024 S-3. During the six months ended June 30, 2024, Mustang issued no shares through the Mustang ATM. Mustang Public Offering In May 2024, Mustang closed on a public offering of 1,160,000 shares of common stock and pre-funded warrants to purchase up to 15,717,638 shares of common stock (or common stock equivalents in lieu thereof), and three series of 16,877,638 warrants each for a total of 50,632,914 warrants with a combined public offering price of $0.237 per share (or per share common stock equivalent in lieu thereof) and accompanying warrants with an exercise price of $0.237 per share. The Series A-1 warrants have a five-year term, the Series A-2 warrants have a twenty-four month term, and the Series A-3 warrants have a nine month term. The warrants contain customary anti-dilution adjustments to the exercise price, including share splits, share dividends, rights offerings and pro rata distributions. The net proceeds of the public offering, after deducting the fees and expenses of the placement agent and other offering expenses payable by Mustang was approximately $3.3 million. All of the 15,717,638 pre-funded warrants were exercised as of June 30, 2024. Mustang also amended certain existing warrants to purchase up to 2,588,236 shares of common stock previously issued in October 2023 with an exercise price of $1.58 per share such that the amended warrants have a reduced exercise price of $0.237 per share, and have a five-year term from date of shareholder approval. Mustang Registered Direct Offering In June 2024, Mustang closed on a registered direct offering of 3,025,000 shares of common stock at $0.41 per share (or common stock equivalent) priced at-the-market under Nasdaq rules and pre-funded warrants to purchase up to 3,105,000 shares of common stock, at a price per pre-funded warrant equal to $0.4099, the price per share of common stock, less $0.001. The pre-funded warrants have an exercise price of $0.001 per share, became exercisable upon issuance and remain exercisable until exercised in full. In a concurrent private placement, Mustang also agreed to issue and sell unregistered warrants to purchase up to 6,130,000 shares of its common stock, with an exercise price of $0.41 per share, exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants and will expire five years from the date of stockholder approval. Net proceeds were approximately $2.2 million, after placement agent’s fees and other offering expenses of approximately $0.3 million. All of the 3,105,000 pre-funded warrants were exercised as of June 30, 2024. Pursuant to the Company’s Founders Agreement with Mustang, Mustang issued to Fortress 2.5% of the aggregate number of shares of common stock issued in the financings noted above. Accordingly, Mustang issued 575,191 shares of common stock to Fortress for the six-month period ended June 30, 2024. Journey 2022 Shelf Registration Statement and At-the-Market Offering On December 30, 2022, Journey filed a shelf registration statement on Form S-3 (File No. 333-269079) (the “Journey 2022 S-3”), which was declared effective on January 26, 2023. The Journey 2022 S-3 covers the offering, issuance and sale by Journey of up to an aggregate of $150.0 million of Journey’s common stock, preferred stock, debt securities, warrants, and units. In connection with the Journey 2022 S-3, Journey entered into a sales agreement relating to the sale of shares of Journey’s common stock in an at-the-market offering (the “Journey ATM Sales Agreement”). In accordance with the terms of the Journey ATM Sales Agreement, Journey may offer and sell up to 4,900,000 shares of its common stock, par value $0.0001 per share, from time to time. For the six months ended June 30, 2024, Journey issued and sold approximately 0.3 million shares of common stock at an average price of $5.28 per share for gross proceeds of $1.5 million under the Journey ATM Sales Agreement. At June 30, 2024, 3,861,553 shares remain available for issuance under the Journey ATM Sales Agreement . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies Leases At June 30, 2024, Mustang identified triggering events that required an impairment of the asset group consisting of its’ right-of-use asset and associated leasehold improvements. The assessment concluded that impairment existed as of June 30, 2024, and the impairment loss was allocated to the leasehold improvements and right-of-use assets based on the relative carrying amounts of the assets (see Note 3). During three and six months ended June 30, 2024 and 2023, the Company recorded the following as lease costs for the periods presented: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2024 2023 2024 2023 Operating lease cost $ 595 $ 950 $ 1,235 $ 1,969 Shared lease costs (519) (519) (1,042) (1,034) Variable lease cost 174 199 390 400 Total lease expense $ 250 $ 630 $ 583 $ 1,335 The following tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC Topic 842 , Leases Six Months Ended June 30, ($ in thousands) 2024 2023 Operating cash flows from operating leases $ (1,850) $ (1,762) Right-of-use assets exchanged for new operating lease liabilities $ — $ — Weighted-average remaining lease term – operating leases (years) 4.0 4.4 Weighted-average discount rate – operating leases 6.0 % 6.5 % Future Lease ($ in thousands) Liability Nine Months Ended December 31, 2024 $ 1,819 Year Ended December 31, 2025 3,542 Year Ended December 31, 2026 3,272 Year Ended December 31, 2027 2,923 Year Ended December 31, 2028 2,967 Other 8,125 Total operating lease liabilities 22,648 Less: present value discount (4,233) Net operating lease liabilities, short-term and long-term $ 18,415 Indemnification In accordance with its certificate of incorporation, bylaws and indemnification agreements, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance to address such claims. The Company and its subsidiaries and partner companies also provide indemnification of contractual counterparties (sometimes without monetary caps) to clinical sites, service providers and licensors. Legal Proceedings In the ordinary course of business, the Company and its subsidiaries and partner companies may be subject to both insured and uninsured litigation. Suits and claims may be brought against the Company by customers, suppliers, partners and/or third parties (including tort claims for personal injury arising from clinical trials of the Company’s product candidates and property damage) alleging deficiencies in performance, breach of contract, etc., and seeing resulting alleged damages. University of Tennessee Research Foundation v. Caelum Biosciences, Inc. Caelum Biosciences, Inc. (“Caelum”), a former subsidiary of Fortress that was sold to AstraZeneca’s Alexion (“Alexion”) in October 2021, is the defendant in a lawsuit brought by The University of Tennessee Research Foundation (“UTRF”) captioned as University of Tennessee Research Foundation v. Caelum Biosciences, Inc. inter alia |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions | |
Related Party Transactions | 15. Related Party Transactions Founders Agreement The Company has entered into Founders Agreements and, in some cases, exchange agreements with certain of its subsidiaries as described in the 2023 Form 10-K. The following table summarizes, by partner company/subsidiary, 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/Subsidiary Effective Date 1 capitalization Issued Avenue February 17, 2015 2.5 % Common Stock Baergic December 17, 2019 4 - % 2 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Checkpoint March 17, 2015 - % 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 Urica 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: Due to the November 2022 consummation of the Contribution Agreement between the Company and Avenue, Avenue is now eligible to receive the PIK dividend and equity fee payable by Baergic. 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/subsidiary first acquires, whether by license or otherwise, ownership rights in a product. Management Services Agreements The Company has entered into Management Services Agreements (the “MSAs”) with certain of its partner companies/subsidiaries as described in the 2023 Form 10-K. The following table summarizes the effective date of each MSA and the annual consulting fee payable by the partner company/subsidiary to the Company in quarterly installments: Annual MSA Fee Partner Company/Subsidiary Effective Date (Income)/Expense Avenue February 17, 2015 500 Baergic 1 March 9, 2017 — Cellvation October 31, 2016 500 Checkpoint March 17, 2015 500 Cyprium March 13, 2017 500 Helocyte March 20, 2015 500 Mustang March 13, 2015 500 Oncogenuity February 10, 2017 500 Urica November 7, 2017 500 Fortress (4,000) Consolidated (Income)/Expense $ — Note 1: Pursuant to the Share Contribution Agreement between Fortress and Avenue, under which Baergic became a majority-controlled and owned subsidiary of Avenue, Fortress also assigned to Avenue the Founders Agreement previously between Fortress and Baergic, such that Baergic’s annual MSA is now payable to Avenue . Fees and Stock Grants Received by Fortress Fees recorded in connection with Fortress’ agreements with its subsidiaries and partner companies are eliminated in consolidation. These include management services fees, issuance of common shares of partner companies in connection with third party raises and annual stock dividend or issuances on the anniversary date of respective Founders Agreements. 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 also Executive Chairman and Chief Executive Officer of TGTX. Under the terms of the Agreement, TGTX reimburses 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, 2024 and 2023 the Company invoiced TGTX $0.1 million and $0.1 million, respectively; for the six months ended June 30, 2024 and 2023 invoiced TGTX $0.7 million and $0.2 million, respectively. At June 30, 2024, approximately $0.1 million is due from TGTX related to this arrangement. 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 also the Executive Chairman of Journey. Under the terms of the arrangement, Journey began reimbursing the Company for the salary and benefit costs associated with these employees based upon actual hours worked on Journey related projects following the completion of their initial public offering in November 2021. In addition, Journey reimburses the Company for various payroll-related costs and selling, general and administrative costs incurred by Fortress for the benefit of Journey. For the three months ended June 30, 2024 and 2023, the Company’s employees have provided services to Journey totaling approximately $8,000 and $21,000, respectively. For the six months ended June 30, 2024 and 2023, the Company’s employees have provided services to Journey totaling approximately $18,000 and $36,000, respectively. At June 30, 2024, the total related party receivable was $0.3 million, and primarily relates to reimbursable expenses incurred by Fortress on behalf of Journey. Desk Share Agreement with TGTX The Desk Share Agreement with TGTX, as amended, requires TGTX to pay its share of the average annual rent for office space in New York, NY, based on the actual percentage of the office space occupied by TGTX on a month-by-month basis. For the three months ended June 30, 2024 and 2023, the Company had paid $0.7 million and $0.8 million in rent, respectively, and in connection with the Company’s Desk Share Agreement with TGTX, has invoiced TGTX approximately $0.5 million and $0.5 million, respectively, for its prorated share of the rent base. For the six months ended June 30, 2024 and 2023, the Company had paid $1.4 million and $1.4 million in rent, respectively, and in connection with the Company’s Desk Share Agreement with TGTX, has invoiced TGTX approximately $1.0 million and $1.0 million, respectively, for its prorated share of the rent base. At June 30, 2024, there was no balance due from TGTX related to this arrangement. Cyprium 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock Dividend Obligation Pursuant to a private placement in August 2020, Cyprium sold shares of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (“Cyprium PPS”); as of June 30, 2024, there are 300,600 shares of Cyprium PPS outstanding. Pursuant to the terms of the Cyprium PPS, shareholders on the record date are entitled to receive a monthly cash dividend of $0.19531 per share which yields an annual dividend of $2.34375 per share. The Cyprium PPS will automatically be redeemed upon the first (and only the first) bona fide, arm’s-length sale of a Priority Review Voucher (a “PRV Sale”) issued by the FDA in connection with the approval of CUTX-101, Cyprium’s copper histidinate product candidate. Upon the PRV Sale, each share of Cyprium PPS will be automatically redeemed in exchange for a payment equal to twice (2x) An optional exchange to Fortress Series A Preferred Stock is available after 24 months from the issuance date so long as a sale of the PRV has not occurred. Additionally, if a PRV Sale has not occurred by September 30, 2024 the Cyprium PPS will either be automatically exchanged for Fortress Series A Preferred Stock or cash at the discretion of Fortress. The Cyprium PPS is fully and unconditionally guaranteed by Fortress. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Information | |
Segment Information | 16. Segment Information The Company operates in two reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The accounting policies of the Company are consistently applied to all segments. The following tables summarize, for the periods indicated, operating results from continued operations by reportable segment ($ in thousands): Pharmaceutical and Dermatology Biotechnology Products Product Three Months Ended June 30, 2024 Sales Development Consolidated Net revenue $ 14,855 $ 41 $ 14,896 Cost of goods - product revenue (6,541) — (6,541) Research and development (913) (11,758) (12,671) Selling, general and administrative (10,328) (10,495) (20,823) Asset impairment — (2,649) (2,649) Other expense (434) (602) (1,036) Segment loss $ (3,361) (25,463) $ (28,824) Pharmaceutical and Dermatology Biotechnology Products Product Six Months Ended June 30, 2024 Sales Development Consolidated Net revenue $ 27,885 $ 41 $ 27,926 Cost of goods - product revenue (13,357) (0) (13,357) Research and development (8,797) (28,698) (37,495) Selling, general and administrative (18,748) (20,029) (38,777) Asset impairment — (2,649) (2,649) Other expense (786) (2,708) (3,494) Segment loss $ (13,803) $ (54,043) $ (67,846) Pharmaceutical and Dermatology Biotechnology Products Product Three Months Ended June 30, 2023 Sales Development Consolidated Net revenue $ 17,172 $ 214 $ 17,386 Cost of goods - product revenue (7,767) — (7,767) Research and development (1,774) (30,368) (32,142) Selling, general and administrative (12,141) (12,298) (24,439) Asset impairment (3,143) — (3,143) Other expense (710) (8,486) (9,196) Segment loss $ (8,363) $ (50,938) $ (59,301) Pharmaceutical and Dermatology Biotechnology Products Product Six Months Ended June 30, 2023 Sales Development Consolidated Net revenue $ 29,385 $ 430 $ 29,815 Cost of goods - product revenue (14,216) — (14,216) Research and development (3,807) (67,841) (71,648) Selling, general and administrative (25,433) (24,347) (49,780) Asset impairment (3,143) — (3,143) Other expense (1,285) (4,189) (5,474) Segment loss $ (18,499) $ (95,947) $ (114,446) The following tables summarize, for the periods indicated, total assets by reportable segment ($ in thousands): Pharmaceutical and Dermatology Biotechnology Products Product June 30, 2024 Sales Development Total Assets Intangible assets, net $ 18,658 $ — $ 18,658 Tangible assets 46,531 80,496 127,027 Total segment assets $ 65,189 $ 80,496 $ 145,685 Pharmaceutical and Dermatology Biotechnology Products Product December 31, 2023 Sales Development Total Assets Intangible assets, net $ 20,287 $ — $ 20,287 Tangible assets 56,562 90,677 147,239 Total segment assets $ 76,849 $ 90,677 $ 167,526 |
Revenues from Contracts and Sig
Revenues from Contracts and Significant Customers | 6 Months Ended |
Jun. 30, 2024 | |
Revenues from Contracts and Significant Customers | |
Revenues from Contracts and Significant Customers | 17. Revenues from Contracts and Significant Customers Disaggregation of Total Revenue Journey has the following actively marketed products, Qbrexza, Accutane, Amzeeq, Zilxi, Exelderm, Luxamend, Targadox, and Ximino (until September 2023). All of Journey’s product revenues are recorded in the U.S. The table below summarizes the Company’s revenue for the periods presented ($ in thousands): Three months ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue Qbrexza $ 6,836 $ 8,079 $ 11,853 $ 12,173 Accutane 5,719 5,579 11,538 10,227 Amzeeq 1,205 1,374 1,960 2,568 Zilxi 369 572 642 886 Other / legacy product revenue 726 1,357 1,892 3,272 Collaboration revenue — 183 — 364 Revenue – related party 41 31 41 66 Other revenue — 211 — 259 Total net revenue $ 14,896 $ 17,386 $ 27,926 $ 29,815 Significant Customers For the three and six-month periods ending June 30, 2024 and 2023, none of Journey’s dermatology products customers accounted for more than 10% of its total gross product revenue. At June 30, 2024, two of Journey’s dermatology products customers accounted for more than 10% of its total accounts receivable balance at 18% and 10.8%. At December 31, 2023, one of the Company’s dermatology products customers accounted for more than 10% of its total accounts receivable balance at 13%. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Income Taxes | 18. 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, 2024 and 2023 is based on the estimated annual effective tax rate, and includes interest related to unrecognized tax benefits. The Company expects a net deferred tax asset with a full valuation allowance and 0% estimated annual effective tax rate for 2024. No income tax expense was recognized for the three and six months ended June 30, 2024 or 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events Fortress On July 25, 2024, Fortress entered into the $50.0 million senior secured credit agreement with a maturity date of July 25, 2027 with Oaktree (the “New Oaktree Agreement”). The Company borrowed $35.0 million under the New Oaktree Agreement on the Closing Date and is eligible to draw up to an additional $15.0 million at the lenders’ discretion to support future business development activities. The New Oaktree Agreement replaces the Prior Oaktree Agreement in which the remaining $50.0 million balance was repaid in full. Under the terms of the New Oaktree Agreement, the loans have a 30-month interest-only period with a maturity date of July 25, 2027, and bear interest at an annual rate equal to the 3-month Secured Overnight Financing Rate ( SOFR The Company may voluntarily prepay, in whole or in part, the amounts due under the New Oaktree Agreement at any time subject to a prepayment fee. Subject to prior written notice by the Company, to repay any amounts due prior to the maturity date, the Company must pay the sum of (A) the aggregate principal amount of the Loans being prepaid, (B) any accrued but unpaid interest on the principal amount of the Loans being prepaid, (C) any applicable Yield Protection Premium (as defined in the New Oaktree Agreement) and (D) if applicable, other unpaid amounts then due and owing pursuant to the New Oaktree Agreement and the other loan documents (such aggregate amount, the “Prepayment Price”); provided that each partial prepayment of the principal amount of the Loans shall be in an aggregate amount of at least $5.0 million and integral multiples of $1.0 million in excess thereof. The Company is required to make mandatory prepayments of the Loans with net cash proceeds from (i) certain casualty events, (ii) certain monetization events, including, among other things, certain asset sales and the sale(s) of priority review vouchers by certain subsidiaries of the Company, and the receipt by the Company of any dividend or other distributions in cash from any of its subsidiaries in excess of $5.0 million other than in connection with certain monetization events, (iii) debt issuances that are not permitted, and (iv) failure to comply with certain covenants. The lenders may elect to receive warrants to purchase common stock of the Company as an alternative to cash prepayments in some situations where a mandatory prepayment would otherwise be required. The New Oaktree Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, and dividends and other distributions, subject to certain exceptions. In addition, the New Oaktree Agreement contains certain financial covenants, including, (i) a requirement that the Company maintain a minimum liquidity of $7.0 million, which may be reduced or increased as described in the New Oaktree Agreement (“the “Liquidity Requirement”), and (ii) that product net sales of Journey meet a consolidated minimum net sales amount of $50.0 million on a trailing 12-month basis, tested quarterly, which may be reduced or increased as described in the New Oaktree Agreement (the “Minimum Net Sales Test”), subject to certain exclusions. Both the Minimum Net Sales Test and the Liquidity Requirement will be reduced to $0 while the outstanding The New Oaktree Agreement contains events of default that are customary for financings of this type, in certain circumstances subject to customary cure periods. In addition, the Company is also required to (i) raise common equity, or receive in monetizations or distributions, by the end of each calendar year prior to the maturity date, in an aggregate amount equal to the greater of $20 million or 50% of an amount set forth in an annual budget delivered to the lenders and (ii) maintain a specified minimum equity stake in Journey. The capital raise and minimum stake covenants and financial covenants will not apply if the outstanding principal balance of the loan is less than or equal to $10 million. Following an event of default and any cure period, if applicable, the Agent will have the right upon notice to accelerate all amounts outstanding under the New Oaktree Agreement, in addition to other remedies available to the lenders as secured creditors of the Company. In connection with the New Oaktree Agreement, the Company granted a security interest in favor of the Agent, for the benefit of the lenders, in substantially all of the Company’s assets, subject to customary exceptions, as collateral securing the Company’s obligations under the New Oaktree Agreement. In connection with the New Oaktree Agreement, the Company granted warrants to the lenders to purchase up to 506,390 shares of the Company’s common stock at a purchase price of $2.0735 per share (the “Warrants”). The Warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offerings and pro rata distributions. The exercise price of the Warrants will also be adjusted if, while the Warrants are outstanding, the Company engages in any transaction involving the issuance or sale of shares of Common Stock or equivalent securities at an effective price per share less than the exercise price of the Warrant then in effect (such lower price, the “Base Share Price”). In such case, the exercise price of the Warrants will be reduced to equal the Base Share Price. The Warrants are immediately exercisable and will expire on July 25, 2031 and may be net exercised for no cash payment at the holder’s election. The Company also agreed to file a registration statement to register the resale of the shares of Company common stock issuable upon exercise of the Warrants. Fortress Dividends On July 5, 2024, Fortress announced that the Company’s Board of Directors had decided to pause the monthly dividend of $0.1953125 per share of the Company’s 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”). In accordance with the terms of the Series A Preferred Stock, dividends on the Series A Preferred Stock will continue to accrue and cumulate until such dividends are authorized or declared. The pausing of these dividends will defer approximately $0.7 million in cash dividend payments each month. The Board intends to revisit its decision regarding the monthly dividend regularly and will assess the profitability and cash flow of the Company to determine whether and when the pause should be lifted. Journey On July 9, 2024, Journey entered into the SWK Amendment. The SWK Amendment increased the total amount of the Credit Facility from $20.0 million to $25.0 million. The $5.0 million of additional availability added in the Amendment will be drawn upon FDA approval of DFD-29, subject to Journey receiving approval on or before June 30, 2025. Urica On July 15, 2024, Urica entered into an asset purchase agreement (the “APA”), royalty agreement (the “Royalty Agreement”), and related agreements (collectively, the “Transaction Documents”) with Crystalys Therapeutics, Inc. (“Crystalys”). Crystalys is a Delaware corporation incorporated in 2022 and seeded by leading life sciences institutional investors. Under the Transaction Documents, Urica sold the rights to its URAT1 inhibitor product candidate in development for the treatment of gout, dotinurad, and related intellectual property, licenses and agreements to Crystalys. In return, Crystalys issued to Urica shares of its common stock equal to 35% of Crystalys’ outstanding equity. Urica’s equity position cannot be reduced below 15% of Crystalys’ fully-diluted equity capitalization until it raises $150 million in equity securities. The Transaction Documents also grant Urica a securitized three percent (3%) royalty on future net sales of dotinurad to be paid by Crystalys, as well as the right to receive nominal cash reimbursement payments for certain clinical and development costs incurred by Urica related to dotinurad. Urica has the right to appoint one director to the board of directors of Crystalys, as well as an additional board observer. Urica has committed to providing transition support to Crystalys for 90 days, and Crystalys is obliged to use commercially reasonable efforts to develop and commercialize dotinurad. Checkpoint In July 2024, Checkpoint closed on a registered direct offering (the “Checkpoint July 2024 Registered Direct Offering”) for the issuance and sale of an aggregate of 1,230,000 shares of its common stock at a purchase price of $2.05 per share of common stock. In addition, the offering includes 4,623,659 shares of common stock in the form of pre-funded warrants at a price of $2.0499. In a concurrent private placement, Checkpoint issued and sold common warrants (the “Checkpoint July 2024 Common Stock Warrants”) to purchase up to 5,853,659 shares of common stock. The Checkpoint July 2024 Common Stock Warrants will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Checkpoint July 2024 Common Stock Warrants with an exercise price of $2.05 per share and will expire five years following the issuance date. The total gross proceeds from the July 2024 Registered Direct Offering were approximately $12.0 million. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (10,948) | $ (24,776) | $ (26,365) | $ (46,313) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 8 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 Annual Report on Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 28, 2024 (the “2023 Form 10-K”), from which the Company derived the balance sheet data at December 31, 2023, as well as Checkpoint’s Form 10-K, filed with the SEC on March 22, 2024, Mustang’s Form 10-K, filed with the SEC on March 11, 2024, Avenue’s Form 10-K, filed with the SEC on March 18, 2024, and Journey’s Form 10-K, filed with the SEC on March 29, 2024. The Company’s unaudited condensed consolidated financial statements include the results of the Company’s subsidiaries for which it has voting control but does not own 100% of the outstanding equity of the subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, but retains voting control, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss attributable to non-controlling interest, which is based on ownership interests as calculated quarterly for each subsidiary. |
Use of Estimates | Use of Estimates 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. The Company’s significant estimates include, but are not limited to provisions for coupons, chargebacks, wholesaler fees, specialty pharmacy discounts, managed care rebates, product returns, inventory realization, valuation of intangible assets, useful lives assigned to long-lived assets and amortizable intangible assets, fair value of stock options and warrants, stock-based compensation, common stock issued to acquire licenses, accrued expenses and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. |
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, 2024 and December 31, 2023, the Company had $2.1 million and $2.4 million, respectively, of restricted cash representing pledges to secure debt obligations and letters of credit in connection with certain office leases, and an undertaking posted by Cyprium to secure potential damages in an injunctive proceeding. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the unaudited condensed consolidated balance sheets to the unaudited condensed consolidated statements of cash flows as of the dates presented: June 30, 2024 2023 Cash and cash equivalents $ 76,201 $ 78,022 Restricted cash 2,063 11,188 Total cash and cash equivalents and restricted cash $ 78,264 $ 89,210 |
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 2023 Form 10-K other than the following: |
Assets Held for Sale | Assets Held for Sale Assets held for sale represent assets that have met the criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Long-lived Assets.” As of June 30, 2024, there are $2.2 million of lab and cell processing equipment, furniture and fixtures and computer equipment that are recorded as assets held for sale. The effect of suspending depreciation on the assets held for sale is immaterial to the results of operations. The assets held for sale are part of Mustang’s repurchase of assets from uBriGene (Boston) Biosciences, Inc. (“uBriGene”) (see Note 3). |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Schedule of Cash and Cash Equivalents and restricted cash | June 30, 2024 2023 Cash and cash equivalents $ 76,201 $ 78,022 Restricted cash 2,063 11,188 Total cash and cash equivalents and restricted cash $ 78,264 $ 89,210 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory | |
Schedule of Inventory | June 30, December 31, ($ in thousands) 2024 2023 Raw materials $ 3,583 $ 4,640 Work-in-process 296 884 Finished goods 6,213 4,987 Inventory reserve (405) (305) Total inventories $ 9,687 $ 10,206 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment | |
Schedule of Property, Plant and Equipment | Useful Life June 30, December 31, ($ in thousands) (Years) 2024 2023 Computer equipment 3 $ 595 $ 595 Furniture and fixtures 5 1,017 1,017 Leasehold improvements 15 13,175 13,175 Buildings 40 581 581 Construction in progress N/A — 29 Total property and equipment 15,368 15,397 Impairment - leasehold improvements (2,177) — Less: Accumulated depreciation (9,645) (8,892) Property and equipment, net $ 3,546 $ 6,505 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - Warrants to Purchase Common Stock [Member] | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of revaluation of warrant liability | Warrants ($ in thousands) liabilities Balance at December 31, 2023 $ 886 Change in fair value of common stock warrants - Avenue (139) Change in fair value of common stock warrants - Checkpoint — Change in fair value of placement agent warrants - Urica (24) Exercise of common stock warrants - Avenue (400) Exchange of common stock warrants - Urica (151) Balance at June 30, 2024 $ 172 |
Checkpoint Common Stock Warrants | |
Summary of the Weighted average Significant Unobservable Inputs | June 30, December 31, Checkpoint Warrants 2024 2023 Exercise price $ 5.41 $ 5.41 Volatility 106.9 % 96.4 % Expected life in years 3.5 4.0 Risk-free rate 4.5 % 3.8 % |
Avenue Therapeutics, Inc [Member] | |
Schedule of revaluation of warrant liability | Avenue Warrant ($ in thousands) Liability Avenue common stock warrant liabilities at December 31, 2023 $ 586 Exercise of Avenue common warrants (400) Change in fair value of common stock warrant liabilities (139) Avenue common stock warrant liabilities at June 30, 2024 $ 47 |
Summary of the Weighted average Significant Unobservable Inputs | June 30, December 31 2024 2023 Stock price $ 3.50 $ 12.00 Risk-free interest rate 4.52 % 3.84 % Expected dividend yield — — Expected term in years 3.3 3.8 Expected volatility 160 % 148 % |
Urica | |
Summary of the Weighted average Significant Unobservable Inputs | December 31, 2023 Risk-free interest rate 3.93 % Expected dividend yield — Expected term in years 0.5 Expected volatility 153.6 % |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, net | |
Schedule of Journey intangible assets | Estimated Useful June 30, December 31, ($ in thousands) Lives (Years) 2024 2023 Intangible assets – product licenses 3 to 9 $ 37,925 $ 37,925 Accumulated amortization (16,124) (14,495) Accumulated Impairment loss (3,143) (3,143) Net intangible assets $ 18,658 $ 20,287 |
Schedule of future amortization of intangible assets | Total ($ in thousands) Amortization Remainder of 2024 $ 1,628 December 31, 2025 3,257 December 31, 2026 2,471 December 31, 2027 1,775 December 31, 2028 1,595 Thereafter 3,990 Sub-total $ 14,716 Asset not yet placed in service 3,942 Total $ 18,658 |
Debt and Interest (Tables)
Debt and Interest (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt and Interest | |
Schedule of Debt | Total debt consists of the following: June 30, December 31, ($ in thousands) 2024 2023 Interest rate Maturity Oaktree Note $ 50,000 $ 50,000 11.0 % August - 2025 SWK Term Loan 20,000 15,000 14.9 % December - 2027 Less: Discount on notes payable (2,993) (4,144) Total notes payable $ 67,007 $ 60,856 |
Interest Expense for all Debt Arrangements | Three Months Ended June 30, 2024 2023 ($ in thousands) Interest Fees Total Interest Fees Total Oaktree Note 1,390 522 1,912 1,391 712 2,103 Partner company convertible preferred shares (403) 45 (358) 391 239 630 Partner company installment payments - licenses — — — 85 — 85 Partner company notes payable 499 64 563 3,301 272 3,573 Other 5 — 5 34 — 34 Total Interest Expense and Financing Fee $ 1,491 $ 631 $ 2,122 $ 5,202 $ 1,223 $ 6,425 Six Months Ended June 30, 2024 2023 ($ in thousands) Interest Fees Total Interest Fees Total Oaktree Note 2,781 1,024 3,805 2,781 1,136 3,917 Partner company convertible preferred shares (290) 90 (200) 651 299 950 Partner company installment payments - licenses — — — 176 — 176 Partner company notes payable 985 126 1,111 4,801 432 5,233 Other 8 — 8 113 332 445 Total Interest Expense and Financing Fee $ 3,484 $ 1,240 $ 4,724 $ 8,522 $ 2,199 $ 10,721 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following: June 30, December 31, ($ in thousands) 2024 2023 Accounts payable $ 37,957 $ 34,810 Accrued expenses: Professional fees 2,260 1,681 Salaries, bonus and related benefits 4,903 8,531 Research and development 8,547 11,644 Accrued royalties payable 1,656 2,015 Accrued coupon and rebates 6,596 9,987 Return reserve 3,214 4,077 Other 1 3,788 817 Total accounts payable and accrued expenses $ 68,921 $ 73,562 Note 1: Includes approximately $1.4 million of accrued consideration related to Mustang’s Asset Purchase Agreement with uBriGene (see Note 3) as of June 30, 2024. |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Net Loss per Common Share | |
Schedule of Diluted Weighted Average Shares Outstanding | Six Months Ended June 30, 2024 2023 Warrants to purchase Common Stock 5,769,787 127,296 Options to purchase Common Stock 18,896 36,423 Unvested Restricted Stock 1,693,684 1,374,116 Unvested Restricted Stock Units 273 73 Total 7,482,640 1,537,908 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity | |
Schedule of Stock-Based Compensation Expense | The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the periods presented: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2024 2023 2024 2023 Fortress: Employee and non-employee awards $ 2,249 $ 2,271 $ 4,442 $ 4,708 Executive awards 273 410 497 817 Partner Companies: Avenue 192 27 383 38 Checkpoint 1,171 567 1,881 1,536 Mustang (619) 45 (542) 280 Journey 1,674 873 3,080 1,519 Other 58 24 115 50 Total stock-based compensation expense $ 4,998 $ 4,217 $ 9,856 $ 8,948 |
Schedule of Stock Option Activities | Weighted average Total remaining Weighted average weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2023 18,896 $ 20.55 $ — 1.76 Granted 540,000 1.68 16,200 6.71 Options vested and expected to vest at June 30, 2024 558,896 $ 2.32 $ 16,200 6.52 Options vested and exercisable at June 30, 2024 18,896 $ 20.55 $ — 1.26 |
Schedule of Restricted Stock Awards and Restricted Stock Units | Weighted average grant Number of shares price Unvested balance at December 31, 2023 1,458,700 $ 28.05 Restricted stock granted 443,024 3.01 Restricted stock vested (17,303) 35.76 Restricted stock units granted 37,500 1.84 Restricted stock units forfeited (10,582) 11.43 Restricted stock units vested (49,684) 39.61 Unvested balance at June 30, 2024 1,861,655 $ 21.27 |
Schedule of Warrant activities | Total weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2023 5,787,289 $ 1.88 $ 7,794,450 4.91 Issued 3,506,140 3.12 8,113 — Exercised (17,500) 1.70 — — Outstanding as of June 30, 2024 9,275,929 $ 2.35 $ 64,538 4.46 Exercisable as of June 30, 2024 9,275,929 $ 2.35 $ 64,538 4.46 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies | |
Schedule of lease expense | Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2024 2023 2024 2023 Operating lease cost $ 595 $ 950 $ 1,235 $ 1,969 Shared lease costs (519) (519) (1,042) (1,034) Variable lease cost 174 199 390 400 Total lease expense $ 250 $ 630 $ 583 $ 1,335 |
Summary of Quantitative Information about Operating Leases | Six Months Ended June 30, ($ in thousands) 2024 2023 Operating cash flows from operating leases $ (1,850) $ (1,762) Right-of-use assets exchanged for new operating lease liabilities $ — $ — Weighted-average remaining lease term – operating leases (years) 4.0 4.4 Weighted-average discount rate – operating leases 6.0 % 6.5 % |
Schedule of Future Minimum Lease Payments | Future Lease ($ in thousands) Liability Nine Months Ended December 31, 2024 $ 1,819 Year Ended December 31, 2025 3,542 Year Ended December 31, 2026 3,272 Year Ended December 31, 2027 2,923 Year Ended December 31, 2028 2,967 Other 8,125 Total operating lease liabilities 22,648 Less: present value discount (4,233) Net operating lease liabilities, short-term and long-term $ 18,415 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions | |
Schedule of effective date and PIK dividend or equity fee payable | PIK Dividend as a % of fully diluted outstanding Class of Stock Partner Company/Subsidiary Effective Date 1 capitalization Issued Avenue February 17, 2015 2.5 % Common Stock Baergic December 17, 2019 4 - % 2 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Checkpoint March 17, 2015 - % 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 Urica 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: Due to the November 2022 consummation of the Contribution Agreement between the Company and Avenue, Avenue is now eligible to receive the PIK dividend and equity fee payable by Baergic. 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/subsidiary first acquires, whether by license or otherwise, ownership rights in a product. |
Schedule of PIK dividend or equity fee recorded | The Company has entered into Management Services Agreements (the “MSAs”) with certain of its partner companies/subsidiaries as described in the 2023 Form 10-K. The following table summarizes the effective date of each MSA and the annual consulting fee payable by the partner company/subsidiary to the Company in quarterly installments: Annual MSA Fee Partner Company/Subsidiary Effective Date (Income)/Expense Avenue February 17, 2015 500 Baergic 1 March 9, 2017 — Cellvation October 31, 2016 500 Checkpoint March 17, 2015 500 Cyprium March 13, 2017 500 Helocyte March 20, 2015 500 Mustang March 13, 2015 500 Oncogenuity February 10, 2017 500 Urica November 7, 2017 500 Fortress (4,000) Consolidated (Income)/Expense $ — Note 1: Pursuant to the Share Contribution Agreement between Fortress and Avenue, under which Baergic became a majority-controlled and owned subsidiary of Avenue, Fortress also assigned to Avenue the Founders Agreement previously between Fortress and Baergic, such that Baergic’s annual MSA is now payable to Avenue . |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Information | |
Schedule of Segment Information | Pharmaceutical and Dermatology Biotechnology Products Product Three Months Ended June 30, 2024 Sales Development Consolidated Net revenue $ 14,855 $ 41 $ 14,896 Cost of goods - product revenue (6,541) — (6,541) Research and development (913) (11,758) (12,671) Selling, general and administrative (10,328) (10,495) (20,823) Asset impairment — (2,649) (2,649) Other expense (434) (602) (1,036) Segment loss $ (3,361) (25,463) $ (28,824) Pharmaceutical and Dermatology Biotechnology Products Product Six Months Ended June 30, 2024 Sales Development Consolidated Net revenue $ 27,885 $ 41 $ 27,926 Cost of goods - product revenue (13,357) (0) (13,357) Research and development (8,797) (28,698) (37,495) Selling, general and administrative (18,748) (20,029) (38,777) Asset impairment — (2,649) (2,649) Other expense (786) (2,708) (3,494) Segment loss $ (13,803) $ (54,043) $ (67,846) Pharmaceutical and Dermatology Biotechnology Products Product Three Months Ended June 30, 2023 Sales Development Consolidated Net revenue $ 17,172 $ 214 $ 17,386 Cost of goods - product revenue (7,767) — (7,767) Research and development (1,774) (30,368) (32,142) Selling, general and administrative (12,141) (12,298) (24,439) Asset impairment (3,143) — (3,143) Other expense (710) (8,486) (9,196) Segment loss $ (8,363) $ (50,938) $ (59,301) Pharmaceutical and Dermatology Biotechnology Products Product Six Months Ended June 30, 2023 Sales Development Consolidated Net revenue $ 29,385 $ 430 $ 29,815 Cost of goods - product revenue (14,216) — (14,216) Research and development (3,807) (67,841) (71,648) Selling, general and administrative (25,433) (24,347) (49,780) Asset impairment (3,143) — (3,143) Other expense (1,285) (4,189) (5,474) Segment loss $ (18,499) $ (95,947) $ (114,446) Pharmaceutical and Dermatology Biotechnology Products Product June 30, 2024 Sales Development Total Assets Intangible assets, net $ 18,658 $ — $ 18,658 Tangible assets 46,531 80,496 127,027 Total segment assets $ 65,189 $ 80,496 $ 145,685 Pharmaceutical and Dermatology Biotechnology Products Product December 31, 2023 Sales Development Total Assets Intangible assets, net $ 20,287 $ — $ 20,287 Tangible assets 56,562 90,677 147,239 Total segment assets $ 76,849 $ 90,677 $ 167,526 |
Revenues from Contracts and S_2
Revenues from Contracts and Significant Customers (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenues from Contracts and Significant Customers | |
Schedule of disaggregation of total revenues | Three months ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue Qbrexza $ 6,836 $ 8,079 $ 11,853 $ 12,173 Accutane 5,719 5,579 11,538 10,227 Amzeeq 1,205 1,374 1,960 2,568 Zilxi 369 572 642 886 Other / legacy product revenue 726 1,357 1,892 3,272 Collaboration revenue — 183 — 364 Revenue – related party 41 31 41 66 Other revenue — 211 — 259 Total net revenue $ 14,896 $ 17,386 $ 27,926 $ 29,815 |
Organization and Description _2
Organization and Description of Business (Narrative) (Details) $ in Millions | 6 Months Ended | |
Dec. 30, 2022 USD ($) | Jun. 30, 2024 USD ($) subsidiary company | |
Organization and Description of Business | ||
Number of partner companies that are publicly traded | company | 4 | |
Number of partner companies that have consummated strategic partnerships with industry leaders | subsidiary | 3 | |
Sale of stock, net proceeds | $ 150 | |
Cash and cash equivalents, Parent Company | $ 38.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Accounting Policies [Line Items] | |||||
Restricted cash | $ 2,063 | $ 2,063 | $ 2,438 | ||
Assets held for sale | 2,209 | 2,209 | |||
Asset impairment | 2,649 | $ 3,143 | 2,649 | $ 3,143 | |
Debt obligations and letters of credit | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | $ 2,100 | $ 2,100 | $ 2,400 | ||
Maintains Voting Control | |||||
Accounting Policies [Line Items] | |||||
Ownership percentage of the subsidiary to consolidate their accounts | 100% | ||||
Maximum | |||||
Accounting Policies [Line Items] | |||||
Ownership percentage of the subsidiary to consolidate their accounts | 100% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 76,201 | $ 80,927 | $ 78,022 | |
Restricted cash | 2,063 | 11,188 | ||
Total cash and cash equivalents and restricted cash | $ 78,264 | $ 83,365 | $ 89,210 | $ 180,954 |
Asset Purchase Agreements (Narr
Asset Purchase Agreements (Narrative) (Details) $ in Thousands | 6 Months Ended | |||||
Jun. 27, 2024 USD ($) D | May 13, 2024 | Jul. 28, 2023 USD ($) | Dec. 30, 2022 USD ($) shares | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Purchase Price recorded in accrued expenses - other | $ 3,788 | $ 817 | ||||
Sale of stock, number of shares issued | shares | 4,900,000 | |||||
Sale of Stock, Consideration Received on Transaction | $ 150,000 | |||||
Number of days to dispose of assets purchased | 180 days | |||||
Avenue | InvaGen | ||||||
Payments of milestones | $ 600 | |||||
Percentage of contingent fee payable | 7.50% | |||||
Contingent fee payable from proceeds of future financing | $ 4,000 | |||||
Mustang | UBriGene | ||||||
Consideration Transferred | $ 4,700 | $ 6,000 | ||||
Fair value of assets less cost to sell in repurchase transaction | 2,200 | |||||
Remaining purchase consideration allocated to the supplies repurchased | 2,500 | |||||
Fair value of supplies with no alternative future use expensed as research and development expense | 2,200 | |||||
Fair Value of Supplies With Alternative Future Use Expensed as Research and Development Expense | 300 | |||||
Aggregate value of assets and associated supplies met the criteria to be classified as held for sale at the date of acquisition | 2,200 | |||||
Purchase Price recorded in accrued expenses - other | 1,400 | 1,400 | ||||
Consideration Transferred | 1,400 | |||||
Gain on sale of asset | 1,400 | |||||
Transaction Related Expenses | $ 300 | |||||
Upfront payment | $ 100 | |||||
Upfront payment due period | D | 5 | |||||
Subsequent amount | $ 1,300 | |||||
Subsequent payment due period | 12 months | |||||
Interest rate on outstanding liability | 5% | |||||
Net Receivable from uBriGene | $ 3,300 | |||||
Outstanding receivable from uBriGene | 6,900 | |||||
Outstanding payables of the company | $ 3,600 | |||||
Net Assets Below 20 Million | Mustang | UBriGene | ||||||
Subsequent payment extended due period | 6 months | |||||
Asset acquisition consideration, threshold net assets considered for delay in subsequent payment | $ 20,000 |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory | ||
Raw materials | $ 3,583 | $ 4,640 |
Work-in-process | 296 | 884 |
Finished goods | 6,213 | 4,987 |
Inventory reserve | (405) | (305) |
Total inventories | $ 9,687 | $ 10,206 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 15,368 | $ 15,397 |
Impairment - leasehold improvements | (2,177) | |
Less: Accumulated depreciation | (9,645) | (8,892) |
Property and equipment, net | 3,546 | 6,505 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 595 | 595 |
Useful Life (Years) | 3 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,017 | 1,017 |
Useful Life (Years) | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 13,175 | 13,175 |
Useful Life (Years) | 15 years | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 581 | 581 |
Useful Life (Years) | 40 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 0 | $ 29 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Depreciation expense | $ 400 | $ 800 | $ 753 | $ 1,476 |
Assets held for sale | $ 2,209 | 2,209 | ||
Impairment loss allocated to leasehold improvements | 2,200 | |||
Impairment loss allocated to right-of-use asset | 400 | |||
Leasehold improvements | ||||
Tangible asset impairment charges | $ 2,600 |
Fair Value Measurements (Common
Fair Value Measurements (Common Stock Warrant Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Common Stock Warrant liabilities at beginning of period | $ 886 | ||
Change in fair value of Warrant liabilities | $ 512 | $ (6,166) | |
Common Stock Warrant liabilities at end of period | 172 | ||
Checkpoint Common Stock Warrants | Common Stock Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Exercise of common stock warrants | (400) | ||
Avenue | Common Stock Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Common Stock Warrant liabilities at beginning of period | 586 | ||
Change in fair value of Warrant liabilities | (139) | ||
Exercise of common stock warrants | (400) | ||
Common Stock Warrant liabilities at end of period | 47 | ||
Urica | Common Stock Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Exchange of warrants | (151) | ||
Urica | Placement Agent Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of Warrant liabilities | $ (24) |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Jun. 27, 2024 | Dec. 30, 2022 | Feb. 28, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Sale of stock, net proceeds | $ 150,000 | ||||
Stock offering, number of shares issued | 4,900,000 | ||||
Common stock warrant liabilities | $ 172 | $ 886 | |||
Sale of National Holding's stock, proceeds received | $ 150,000 | ||||
Urica | 8% Cumulative Convertible Class B Preferred Offering | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Stock offering, price per share | $ 25 | ||||
Stock offering, number of shares issued | 135,494 | ||||
Preferred Stock, dividend rate percentage | 8% | 8% | |||
Stock offering, aggregate fees paid | $ 500 | ||||
Urica | Common Stock Warrant | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant expiration term | 5 years | ||||
Exchanged for warrants | 202,834 | ||||
Exercise price of warrants | $ 1.68 | ||||
Placement Agent Warrants | Checkpoint Common Stock Warrants | December 2022 Offering | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Common stock warrant liabilities | $ 100 | $ 100 |
Fair Value Measurements (Weight
Fair Value Measurements (Weighted average Significant Unobservable Inputs) (Details) | Jun. 30, 2024 $ / shares Y | Dec. 31, 2023 Y $ / shares |
Checkpoint | Series A Warrants | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | $ / shares | 5.41 | 5.41 |
Checkpoint | Series A Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 0.045 | 0.038 |
Checkpoint | Series A Warrants | Expected term in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 3.5 | 4 |
Checkpoint | Series A Warrants | Expected Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 1.069 | 0.964 |
Avenue | Contingent Payment Warrants | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 3.50 | 12 |
Avenue | Contingent Payment Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 0.0452 | 0.0384 |
Avenue | Contingent Payment Warrants | Expected term in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 3.3 | 3.8 |
Avenue | Contingent Payment Warrants | Expected Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 1.60 | 1.48 |
Urica | Placement Agent Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 0.0393 | |
Urica | Placement Agent Warrants | Expected term in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 0.5 | |
Urica | Placement Agent Warrants | Expected Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input | 1.536 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | $ 1,629 | $ 2,138 | ||
Journey | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | $ 800 | $ 1,100 | $ 1,600 | $ 2,100 |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Impairment loss | $ 2,649 | $ 3,143 | $ 2,649 | $ 3,143 | |
Net intangible assets | 18,658 | 18,658 | $ 20,287 | ||
Journey | |||||
Total intangible assets - asset purchases | 37,925 | 37,925 | 37,925 | ||
Accumulated amortization | (16,124) | (16,124) | (14,495) | ||
Impairment loss | (3,143) | (3,143) | |||
Net intangible assets | $ 18,658 | $ 18,658 | $ 20,287 | ||
Minimum | Journey | |||||
Intangible assets, estimated useful lives | 3 years | 3 years | |||
Maximum | Journey | |||||
Intangible assets, estimated useful lives | 9 years | 9 years |
Intangible Assets (Schedule o_2
Intangible Assets (Schedule of Future Amortization of Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 18,658 | $ 20,287 |
Journey | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2024 | 1,628 | |
December 31, 2025 | 3,257 | |
December 31, 2026 | 2,471 | |
December 31, 2027 | 1,775 | |
December 31, 2028 | 1,595 | |
Thereafter | 3,990 | |
Sub-total | 14,716 | |
Asset not yet placed in service | 3,942 | |
Net intangible assets | $ 18,658 | $ 20,287 |
Debt and Interest (Schedule of
Debt and Interest (Schedule of Debt) (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Dec. 27, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Aug. 27, 2020 | |
Debt Instrument [Line Items] | ||||
Less: Discount of notes payable | $ (2,993) | $ (4,144) | ||
Total notes payable | 67,007 | 60,856 | ||
Oaktree Note | ||||
Debt Instrument [Line Items] | ||||
Total notes payable, gross | $ 50,000 | 50,000 | $ 50,000 | |
Interest rate | 11% | |||
Maturity Date, description | August 31, 2025 | |||
SWK Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total notes payable, gross | $ 20,000 | $ 15,000 | ||
Interest rate | 14.90% | |||
Maturity Date, description | December 31, 2027 | |||
Basis spread on variable rate | 7.75% |
Debt and Interest (Narrative) (
Debt and Interest (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jul. 25, 2024 USD ($) | Jun. 27, 2024 shares | Dec. 27, 2023 USD ($) | Dec. 30, 2022 shares | Aug. 27, 2020 USD ($) | Feb. 28, 2026 | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Feb. 28, 2023 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2025 USD ($) | Jul. 09, 2024 USD ($) | Dec. 31, 2023 USD ($) | Aug. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Amortization of Debt Issuance Costs | $ 631 | $ 1,223 | $ 1,240 | $ 2,199 | |||||||||||
Stock offering, number of shares issued | shares | 4,900,000 | ||||||||||||||
Oaktree Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | $ 60,000 | ||||||||||||||
Debt maturity date | Aug. 27, 2025 | ||||||||||||||
Amortization of Debt Issuance Costs | 522 | 712 | 1,024 | 1,136 | |||||||||||
Total notes payable, gross | $ 50,000 | 50,000 | 50,000 | $ 50,000 | |||||||||||
Oaktree Note | Subsequent Events | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | $ 50,000 | ||||||||||||||
Debt instrument, unused borrowing capacity, amount | $ 15,000 | ||||||||||||||
Debt Instrument, Floor Rate | 2.50 | ||||||||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrMember | ||||||||||||||
Basis spread on variable rate | 7.625% | ||||||||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrMember | ||||||||||||||
Proceeds from debt | $ 35,000 | ||||||||||||||
Total notes payable, gross | $ 50,000 | ||||||||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrMember | ||||||||||||||
Partner company notes payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amortization of Debt Issuance Costs | $ 64 | 272 | $ 126 | 432 | |||||||||||
SWK Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 20,000 | ||||||||||||||
Proceeds from Lines of Credit | 15,000 | ||||||||||||||
Remaining borrowing capacity | $ 5,000 | ||||||||||||||
Debt Instrument, Floor Rate | 5 | ||||||||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember | ||||||||||||||
Basis spread on variable rate | 7.75% | ||||||||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember | ||||||||||||||
Debt Instrument, Percentage of Exit Fees | 5% | 5% | |||||||||||||
Payments of Debt Issuance Costs | $ 200 | ||||||||||||||
Amortization of Debt Issuance Costs | $ 200 | ||||||||||||||
Debt, effective interest rate | 14.90% | 14.90% | |||||||||||||
Total notes payable, gross | $ 20,000 | $ 20,000 | $ 15,000 | ||||||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember | ||||||||||||||
SWK Term Loan [Member] | Debt Instrument, Repayment Period from February 2026 If Total Revenue Measured on Trailing Twelve Month Basis is Less than Threshold Revenue as of December 31, 2025 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment, Percentage of Principal Amount | 7.50% | ||||||||||||||
Debt Instrument, Threshold Revenue Considered for No Periodic Payment | $ 70,000 | ||||||||||||||
SWK Term Loan [Member] | Debt Instrument, Repayment Period from February 2027 If Total Revenue Measured on Trailing Twelve Month Basis is Greater than Threshold Revenue as of December 31, 2025 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment, Percentage of Principal Amount | 15% | ||||||||||||||
SWK Term Loan [Member] | If Debt Instruments Prepaid Prior To First Anniversary of Closing Date [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Percentage of Prepayment Premium | 2% | 2% | |||||||||||||
SWK Term Loan [Member] | If Debt Instrument Prepaid On Or After First Anniversary But Prior To Second Anniversary Of Closing Date [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Percentage of Prepayment Premium | 1% | 1% | |||||||||||||
SWK Term Loan [Member] | If Debt Instrument Prepaid After Second Anniversary Of Closing Date [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Percentage of Prepayment Premium | 0% | 0% | |||||||||||||
SWK Term Loan [Member] | Subsequent Events | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 25,000 | ||||||||||||||
Line of credit facility additional borrowing capacity | $ 5,000 | ||||||||||||||
Urica | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate gross proceeds from convertible preferred stock | $ 20,000 | $ 20,000 | |||||||||||||
Urica | Common Stock Warrant | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Class of warrant or right value of securities called by warrants or rights | shares | 2,028,345 | ||||||||||||||
Urica | 8% Cumulative Convertible Class B Preferred Offering | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Preferred Stock, dividend rate percentage | 8% | 8% | |||||||||||||
Stock offering, price per share | $ / shares | $ 25 | ||||||||||||||
Stock offering, number of shares issued | shares | 135,494 | ||||||||||||||
Stock offering, gross proceeds | $ 3,400 | ||||||||||||||
Stock offering, aggregate fees paid | 500 | ||||||||||||||
Warrants, fair value | $ 100 | ||||||||||||||
Common stock's average 10-day trading price discount percentage | 7.50% | ||||||||||||||
Interest expense | $ 100 | $ 100 | $ 100 | $ 100 |
Debt and Interest (Interest Exp
Debt and Interest (Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||||
Interest expense, interest | $ 1,491 | $ 5,202 | $ 3,484 | $ 8,522 | |
Amortization of fees | 631 | 1,223 | 1,240 | 2,199 | |
Interest expense, Total | 2,122 | 6,425 | 4,724 | 10,721 | |
Unamortized debt discount fees | 2,993 | 2,993 | $ 4,144 | ||
Oaktree Note | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 1,390 | 1,391 | 2,781 | 2,781 | |
Amortization of fees | 522 | 712 | 1,024 | 1,136 | |
Interest expense, Total | 1,912 | 2,103 | 3,805 | 3,917 | |
Partner company convertible preferred shares | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 391 | 651 | |||
Amortization of fees | 45 | 239 | 90 | 299 | |
Debt Discount Amortization | (403) | (290) | |||
Interest expense, Total | 630 | 950 | |||
Interest expense, Total, Net | (358) | (200) | |||
Partner company installment payments - licenses | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 85 | 0 | 176 | ||
Amortization of fees | 0 | 0 | |||
Interest expense, Total | 85 | 0 | 176 | ||
Partner company notes payable | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 499 | 3,301 | 985 | 4,801 | |
Amortization of fees | 64 | 272 | 126 | 432 | |
Interest expense, Total | 563 | 3,573 | 1,111 | 5,233 | |
Other | |||||
Debt Instrument [Line Items] | |||||
Interest expense, interest | 5 | 34 | 8 | 113 | |
Amortization of fees | 0 | 332 | |||
Interest expense, Total | $ 5 | $ 34 | $ 8 | $ 445 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 27, 2024 | Dec. 31, 2023 |
Accounts payable | $ 37,957 | $ 34,810 | |
Accrued expenses: | |||
Professional fees | 2,260 | 1,681 | |
Salaries, bonus and related benefits | 4,903 | 8,531 | |
Research and development | 8,547 | 11,644 | |
Accrued royalties payable | 1,656 | 2,015 | |
Accrued coupon and rebates | 6,596 | 9,987 | |
Return reserve | 3,214 | 4,077 | |
Other | 3,788 | 817 | |
Total accounts payable and accrued expenses | 68,921 | $ 73,562 | |
Mustang | UBriGene | |||
Accrued expenses: | |||
Other | $ 1,400 | $ 1,400 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Mustang | ||
Non-Controlling Interests | ||
Non-controlling ownership | 7.20% | 19% |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share (Schedule of Diluted Weighted Average Shares Outstanding) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Series A preferred dividends on net loss per share calculation | $ 2 | $ 2 | $ 4 | $ 4 |
Effect of partner company deemed dividends on net loss per share calculation | $ 0.4 | $ 0.1 | $ 0.8 | $ 0.3 |
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 7,482,640 | 1,537,908 | ||
Warrants to purchase Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 5,769,787 | 127,296 | ||
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 18,896 | 36,423 | ||
Unvested Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 1,693,684 | 1,374,116 | ||
Unvested Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 273 | 73 |
Stockholders' Equity (Stock-Bas
Stockholders' Equity (Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,998 | $ 4,217 | $ 9,856 | $ 8,948 |
Avenue Therapeutics, Inc [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 192 | 27 | 383 | 38 |
Checkpoint [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,171 | 567 | 1,881 | 1,536 |
Mustang | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | (619) | 45 | (542) | 280 |
Journey | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,674 | 873 | 3,080 | 1,519 |
Other Partners [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 58 | 24 | 115 | 50 |
Employee and non-employee awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,249 | 2,271 | 4,442 | 4,708 |
Executive awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 273 | $ 410 | $ 497 | $ 817 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 01, 2024 | Jan. 01, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Stock-based compensation expense | $ 4,998 | $ 4,217 | $ 9,856 | $ 8,948 | |||
Stock options, unrecognized compensation expense | 600 | 600 | 600 | 600 | |||
Change in fair value of Warrant liabilities | 512 | (6,166) | |||||
Journey | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 1,674 | 873 | $ 3,080 | 1,519 | |||
2007 and 2013 Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation, shares available for issuance | 10,000,000 | 10,000,000 | |||||
2013 Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation, additional shares authorized | 10,000,000 | ||||||
2012 Employee Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation, additional shares authorized | 1,000,000 | ||||||
Long-term Incentive Plans [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 1,700 | 1,500 | $ 3,300 | 2,900 | |||
Fair value of stock granted | 700 | $ 800 | |||||
LTIP, Percentage of outstanding shares | 1% | 1% | |||||
Chief Executive Officer (Dr. Rosenwald) [Member] | Long-term Incentive Plans [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares Granted | 216,465 | 216,465 | |||||
Executive Vice President (Mr. Weiss) [Member] | Long-term Incentive Plans [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares Granted | 216,465 | 216,465 | |||||
Research and Development Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 700 | 500 | 1,700 | 1,500 | |||
General and Administrative Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 4,300 | 3,700 | $ 8,100 | $ 7,500 | |||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, period for recognition of expense | 3 years 7 months 6 days | 5 years 8 months 12 days | |||||
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 | $ 11,500 | $ 16,000 | $ 11,500 | $ 16,000 | |||
Share-based compensation, period for recognition of expense | 1 year 3 months 18 days | 2 years | |||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares Granted | 443,024 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares Granted | 37,500 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activities) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options vested and expected to vest, Number of shares | 18,896 | |
Number of shares, Granted | 540,000 | |
Options vested and expected to vest, Number of shares | 558,896 | 18,896 |
Options vested and exercisable, Number of shares | 18,896 | |
Options vested and expected to vest, Weighted average exercise price | $ 20.55 | |
Weighted average exercise price, Granted | 1.68 | |
Options vested and expected to vest, Weighted average exercise price | 2.32 | $ 20.55 |
Options vested and exercisable, Weighted average exercise price | $ 20.55 | |
Total weighted average intrinsic value, Granted | $ 16,200 | |
Total weighted average intrinsic value, Options vested and expected to vest | $ 16,200 | |
Options vested and expected to vest, Weighted average contractual life | 6 years 6 months 7 days | 1 year 9 months 3 days |
Options Granted, weighted average remaining contractual life (years) | 6 years 8 months 15 days | |
Options vested and exercisable, Weighted average remaining contractual life (years) | 1 year 3 months 3 days |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Awards and Restricted Stock Units) (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Restricted Stock Awards and Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Unvested balance | 1,861,655 | 1,458,700 |
Weighted average grant price, Unvested balance | $ 21.27 | $ 28.05 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares Granted | 443,024 | |
Number of shares, Vested | (17,303) | |
Weighted average grant price, Granted | $ 3.01 | |
Weighted average grant price, Vested | $ 35.76 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares Granted | 37,500 | |
Number of shares, Vested | (49,684) | |
Number of shares, Forfeited | (10,582) | |
Weighted average grant price, Granted | $ 1.84 | |
Weighted average grant price, Vested | 39.61 | |
Weighted average exercise price, Forfeited | $ 11.43 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Warrant activities) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Outstanding warrants | 9,275,929 | 5,787,289 |
Warrants granted, Number of shares | 3,506,140 | |
Warrants exercised, Number of shares | 17,500 | |
Warrants exercisable, Number of shares | 9,275,929 | |
Warrants outstanding, Weighted average exercise price | $ 2.35 | $ 1.88 |
Warrants granted, Weighted average exercise price | 3.12 | |
Warrants expired, Weighted average exercise price | 1.70 | |
Warrants exercisable, Weighted average exercise price | $ 2.35 | |
Warrants outstanding, Weighted average intrinsic value | $ 64,538 | $ 7,794,450 |
Warrants granted, Weighted average intrinsic value | 8,113 | |
Warrants exercisable, Weighted average intrinsic value | $ 64,538 | |
Warrants, Weighted average remaining contractual life | 4 years 5 months 15 days | 4 years 10 months 28 days |
Warrants exercisable, Weighted average remaining contractual life | 4 years 5 months 15 days |
Stockholders' Equity (Capital R
Stockholders' Equity (Capital Raises) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||
Jun. 27, 2024 | Jun. 12, 2024 | Jan. 05, 2024 | May 05, 2023 | Dec. 30, 2022 | Apr. 23, 2021 | Jun. 30, 2024 | May 31, 2024 | Apr. 30, 2024 | Jan. 31, 2024 | Jun. 30, 2023 | Feb. 28, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 17, 2024 | Jan. 09, 2024 | Dec. 31, 2023 | Oct. 11, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 4,900,000 | |||||||||||||||||
Common Stock, par value | $ 0.0001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Warrants exercised, Number of shares | 17,500 | |||||||||||||||||
Sale of stock, net proceeds | $ 150,000 | |||||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,826 | $ 1,168 | ||||||||||||||||
Gain (loss) on common stock warrant liabilities | $ 512 | (6,166) | ||||||||||||||||
Aggregate purchase price | $ (41) | 10,118 | 13,154 | |||||||||||||||
Exercise of warrants for cash | $ 30 | $ 0 | ||||||||||||||||
Avenue | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 689,680 | |||||||||||||||||
Exercise price of warrants | $ 6.20 | $ 116.25 | ||||||||||||||||
Avenue | Series A Warrants [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, price per share | $ 22.545 | |||||||||||||||||
Avenue | Series B Warrants [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, price per share | $ 22.545 | |||||||||||||||||
Avenue | Unregistered warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 1,379,360 | |||||||||||||||||
Stock offering, price per share | $ 0.125 | |||||||||||||||||
Exercise price of warrants | $ 6.20 | |||||||||||||||||
Net proceeds | $ 3,900 | $ 3,700 | ||||||||||||||||
Urica | Common Stock Warrants [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Exercise price of warrants | $ 1.68 | |||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||
Urica | Convertible Class B Preferred Stock [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 135,494 | |||||||||||||||||
Stock offering, price per share | $ 25 | |||||||||||||||||
Stock offering, gross proceeds | $ 3,400 | |||||||||||||||||
Stock offering, aggregate fees paid | $ 500 | |||||||||||||||||
Preferred Stock, dividend rate percentage | 8% | 8% | ||||||||||||||||
Maximum | Avenue | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||
Minimum | Avenue | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Warrant expiration term | 18 months | |||||||||||||||||
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 | 1,600,000 | 0.1 | ||||||||||||||||
At the Market Offering [Member] | Cantor Fitzgerald & Co., Oppenheimer & Co., Inc., H.C. Wainwright & Co. Inc., Jones Trading Institutional Services LLC. B. Riley and Dawson James Securities, Inc [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, price per share | 1.87 | $ 11.31 | $ 1.87 | $ 11.31 | ||||||||||||||
Stock offering, gross proceeds | $ 2,900 | $ 1,200 | ||||||||||||||||
At the Market Offering [Member] | Journey | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 300,000 | |||||||||||||||||
Stock offering, price per share | $ 5.28 | $ 5.28 | ||||||||||||||||
Number of Shares issuable for At-the-Market offering | 3,861,553 | |||||||||||||||||
Stock offering, gross proceeds | $ 1,500 | |||||||||||||||||
At the Market Offering [Member] | Checkpoint | Founders Agreement | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 193,905 | |||||||||||||||||
Shares issued (in percent) | 2.50% | |||||||||||||||||
At the Market Offering [Member] | Mustang | Founders Agreement | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 0 | 0 | ||||||||||||||||
At the Market Offering [Member] | Avenue | Founders Agreement | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 25,567 | |||||||||||||||||
At the Market Offering [Member] | Avenue | Unregistered warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 87,683 | 87,683 | ||||||||||||||||
Net proceeds | $ 300 | |||||||||||||||||
Public Offering [Member] | Mustang | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 1,160,000 | |||||||||||||||||
Number of warrants to purchase shares | 50,632,914 | |||||||||||||||||
Stock offering, price per share | $ 0.237 | |||||||||||||||||
Exercise price of warrants | $ 0.237 | |||||||||||||||||
Warrants exercised, Number of shares | 15,717,638 | |||||||||||||||||
Exercise of warrants for cash | $ 3,300 | |||||||||||||||||
Public Offering [Member] | Mustang | Series A One Warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||
Public Offering [Member] | Mustang | Series A Two Warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Warrant expiration term | 24 months | |||||||||||||||||
Public Offering [Member] | Mustang | Series A Three Warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Warrant expiration term | 9 months | |||||||||||||||||
Public Offering [Member] | Mustang | Amended Warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 2,588,236 | |||||||||||||||||
Stock offering, price per share | $ 1.58 | |||||||||||||||||
Exercise price of warrants | $ 0.237 | |||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||
Public Offering [Member] | Mustang | Common Stock [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 16,877,638 | |||||||||||||||||
Shelf Registration Statement [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Amount available for future stock offerings | $ 86,200 | 86,200 | ||||||||||||||||
Shelf Registration 2023 Statement [Member] | Checkpoint | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Amount available for future stock offerings | 77,700 | 77,700 | ||||||||||||||||
Shelf Registration 2023 Statement [Member] | Maximum | Checkpoint | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, aggregate offering permitted by the agreement | $ 150,000 | |||||||||||||||||
Shelf Registration 2024 Statement [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Amount available for future stock offerings | $ 50,000 | |||||||||||||||||
Shelf Registration 2024 Statement [Member] | Mustang | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, aggregate offering permitted by the agreement | 37,500 | |||||||||||||||||
Shelf Registration 2024 Statement [Member] | Maximum | Mustang | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, aggregate offering permitted by the agreement | $ 40,000 | |||||||||||||||||
Shelf Registration 2021 Statement [Member] | Mustang | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, aggregate offering permitted by the agreement | $ 200,000 | 4,400 | ||||||||||||||||
Shelf Registration 2021 Statement [Member] | Avenue | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Amount available for future stock offerings | $ 24,600 | $ 24,600 | ||||||||||||||||
Direct Offering [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 3,303,305 | |||||||||||||||||
Exercise price of warrants | $ 3.21 | |||||||||||||||||
Unit Price Per Share | $ 3.33 | |||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||
Sale of stock, net proceeds | $ 10,200 | |||||||||||||||||
Direct Offering [Member] | Checkpoint | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Issuance of common shares - Registered direct offering | 1,275,000 | |||||||||||||||||
Stock offering, price per share | $ 1.805 | |||||||||||||||||
Sale of stock, net proceeds | $ 12,600 | |||||||||||||||||
Direct Offering [Member] | Checkpoint | Common Stock Warrants [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Exercise price of warrants | $ 1.68 | |||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||
Direct Offering [Member] | Checkpoint | Pre-Funded Warrants [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Warrants issued | 6,481,233 | |||||||||||||||||
Number of shares called by warrants | 1 | |||||||||||||||||
Stock offering, price per share | $ 1.8049 | |||||||||||||||||
Exercise price of warrants | $ 0.0001 | |||||||||||||||||
Direct Offering [Member] | Mustang | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock offering, number of shares issued | 3,025,000 | 575,191 | ||||||||||||||||
Number of warrants to purchase shares | 3,105,000 | 3,105,000 | ||||||||||||||||
Stock offering, price per share | $ 0.4099 | $ 0.4099 | ||||||||||||||||
Per share amount reduced from share price to calculate warrant price | 0.001 | 0.001 | ||||||||||||||||
Exercise price of warrants | $ 0.001 | $ 0.001 | ||||||||||||||||
Warrant expiration term | 5 years | 5 years | ||||||||||||||||
Warrants exercised, Number of shares | 3,105,000 | |||||||||||||||||
Stock offering, aggregate fees paid | $ 300 | |||||||||||||||||
Sale of stock, net proceeds | $ 2,200 | |||||||||||||||||
Shares issued (in percent) | 2.50% | |||||||||||||||||
Direct Offering [Member] | Mustang | Unregistered warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 6,130,000 | 6,130,000 | ||||||||||||||||
Exercise price of warrants | $ 0.41 | $ 0.41 | ||||||||||||||||
Direct Offering [Member] | Maximum | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 3,303,305 | |||||||||||||||||
Direct Offering [Member] | Maximum | Checkpoint | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 7,756,233 | |||||||||||||||||
Private Placement | Avenue | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Exercise of warrants for cash | $ 4,500 | |||||||||||||||||
Private Placement | Avenue | Series A Warrants [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 220,538 | |||||||||||||||||
Private Placement | Avenue | Series B Warrants [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 220,538 | |||||||||||||||||
Private Placement | Avenue | January 2023 Warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 25,871 | |||||||||||||||||
Exercise price of warrants | $ 116.25 | |||||||||||||||||
Exercise price of warrants agreed by investor | $ 22.545 | |||||||||||||||||
Fair value of warrants | $ 600 | $ 600 | ||||||||||||||||
Private Placement | Avenue | November 2023 Warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of warrants to purchase shares | 194,667 | |||||||||||||||||
Exercise price of warrants | $ 22.545 | |||||||||||||||||
Exercise price of warrants agreed by investor | $ 22.545 | |||||||||||||||||
Fair value of warrants | $ 4,300 | $ 4,300 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Lessee, Operating Lease, Description [Abstract] | ||
Operating lease liabilities | $ 18,415 | |
Operating lease right-of-use asset, net | 14,626 | $ 16,990 |
Amount of Caelum acquisition reveived | 57,000 | |
Caelum's legal fees and costs | $ 15,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Lease Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies | ||||
Operating lease cost | $ 595 | $ 950 | $ 1,235 | $ 1,969 |
Shared lease costs | (519) | (519) | (1,042) | (1,034) |
Variable lease cost | 174 | 199 | 390 | 400 |
Total lease expense | $ 250 | $ 630 | $ 583 | $ 1,335 |
Commitments and Contingencies_4
Commitments and Contingencies (Quantitative Information about Operating Leases) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies | ||
Operating cash flows from operating leases | $ (1,850) | $ (1,762) |
Weighted-average remaining lease term - operating leases (years) | 4 years | 4 years 4 months 24 days |
Weighted-average discount rate - operating leases | 6% | 6.50% |
Commitments and Contingencies_5
Commitments and Contingencies (Future Minimum Lease Payments) (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Nine Months Ended December 31, 2024 | $ 1,819 |
Year Ended December 31, 2025 | 3,542 |
Year Ended December 31, 2026 | 3,272 |
Year Ended December 31, 2027 | 2,923 |
Year Ended December 31, 2028 | 2,967 |
Other | 8,125 |
Total operating lease liabilities | 22,648 |
Less: present value discount | (4,233) |
Net operating lease liabilities, short-term and long-term | $ 18,415 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 30, 2022 | |
Related Party Transaction [Line Items] | |||||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.0001 | |||
Aggregate purchase price | $ (41,000) | $ 10,118,000 | $ 13,154,000 | ||||
Proceeds from issuance of Common stock | $ 2,826,000 | 1,168,000 | |||||
Preferred Stock, shares outstanding | 3,427,138 | 3,427,138 | 3,427,138 | ||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | $ 25 | ||||
Total notes payable | $ 67,007,000 | $ 67,007,000 | $ 60,856,000 | ||||
Repayments of Debt | $ 0 | 40,375,000 | |||||
Avenue | |||||||
Related Party Transaction [Line Items] | |||||||
Paid in Kind dividend as a percentage of fully diluted outstanding capitalization | 2.50% | ||||||
Journey | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Related Party Agreement | 8,000 | 21,000 | $ 18,000 | 36,000 | |||
Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue - related party | 41,000 | 31,000 | 41,000 | 66,000 | |||
Related Party | Journey | |||||||
Related Party Transaction [Line Items] | |||||||
Other receivables - related party | 300,000 | 300,000 | |||||
TGTX | Shared Services Agreement | Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Other receivables - related party | 100,000 | 0 | 100,000 | 0 | |||
Revenue - related party | 100,000 | 100,000 | 700,000 | 200,000 | |||
TGTX | Desk Share Agreements | New York, NY Office Space | |||||||
Related Party Transaction [Line Items] | |||||||
Total payment for rent | 700,000 | 800,000 | 1,400,000 | 1,400,000 | |||
TGTX | Desk Share Agreements | Related Party | New York, NY Office Space | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue - related party | $ 500,000 | $ 500,000 | $ 1,000,000 | $ 1,000,000 | |||
Cyprium | Related Party | 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred Stock, dividend rate percentage | 9.375% | ||||||
Preferred Stock, shares outstanding | 300,600 | 300,600 | |||||
Monthly cash dividend | $ 0.19531 | ||||||
Annual cash dividend payable | 2.34375 | ||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | ||||||
Exchange term of preferred stock | 24 months |
Related Party Transactions (PIK
Related Party Transactions (PIK Dividend or Equity Fee Payable) (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Avenue | |
Related Party Transaction [Line Items] | |
Effective date | Feb. 17, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Baergic | |
Related Party Transaction [Line Items] | |
Effective date | Dec. 17, 2019 |
Cellvation | |
Related Party Transaction [Line Items] | |
Effective date | Oct. 31, 2016 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Checkpoint | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 17, 2015 |
Annual equity fee as a percentage of fully diluted outstanding capitalization | 2.50% |
Cyprium | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2017 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Helocyte | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 20, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Mustang | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Oncogenuity | |
Related Party Transaction [Line Items] | |
Effective date | Apr. 22, 2020 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Urica | |
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, 2024 USD ($) | |
Related Party Transaction [Line Items] | |
Fortress - MSA Income | $ (4,000) |
Avenue | |
Related Party Transaction [Line Items] | |
Effective date | Feb. 17, 2015 |
Partner companies, MSA fee expense | $ 500 |
Baergic | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 09, 2017 |
Cellvation | |
Related Party Transaction [Line Items] | |
Effective date | Oct. 31, 2016 |
Partner companies, MSA fee expense | $ 500 |
Checkpoint | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 17, 2015 |
Partner companies, MSA fee expense | $ 500 |
Cyprium | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2017 |
Partner companies, MSA fee expense | $ 500 |
Helocyte | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 20, 2015 |
Partner companies, MSA fee expense | $ 500 |
Mustang | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2015 |
Partner companies, MSA fee expense | $ 500 |
Oncogenuity | |
Related Party Transaction [Line Items] | |
Effective date | Feb. 10, 2017 |
Partner companies, MSA fee expense | $ 500 |
Urica | |
Related Party Transaction [Line Items] | |
Effective date | Nov. 07, 2017 |
Partner companies, MSA fee expense | $ 500 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2024 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Net Revenue | $ 14,896 | $ 17,386 | $ 27,926 | $ 29,815 |
Cost of goods - product revenue | (6,541) | (7,767) | (13,357) | (14,216) |
Research and development | (12,671) | (32,142) | (37,495) | (71,648) |
Selling, general and administrative | (20,823) | (24,439) | (38,777) | (49,780) |
Asset impairment | (2,649) | (3,143) | (2,649) | (3,143) |
Other expense | (1,036) | (9,196) | (3,494) | (5,474) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | (28,824) | (59,301) | (67,846) | (114,446) |
Dermatology Products Sales | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | 14,855 | 17,172 | 27,885 | 29,385 |
Cost of goods - product revenue | (6,541) | (7,767) | (13,357) | (14,216) |
Research and development | (913) | (1,774) | (8,797) | (3,807) |
Selling, general and administrative | (10,328) | (12,141) | (18,748) | (25,433) |
Asset impairment | (3,143) | (3,143) | ||
Other expense | (434) | (710) | (786) | (1,285) |
Net loss | (3,361) | (8,363) | (13,803) | (18,499) |
Pharmaceutical and Biotechnology Product Development | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | 41 | 214 | 41 | 430 |
Cost of goods - product revenue | 0 | |||
Research and development | (11,758) | (30,368) | (28,698) | (67,841) |
Selling, general and administrative | (10,495) | (12,298) | (20,029) | (24,347) |
Asset impairment | (2,649) | (2,649) | ||
Other expense | (602) | (8,486) | (2,708) | (4,189) |
Net loss | $ (25,463) | $ (50,938) | $ (54,043) | $ (95,947) |
Segment Information (Total asse
Segment Information (Total assets by reportable segment) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Intangible assets, net | $ 18,658 | $ 20,287 |
Tangible assets | 127,027 | 147,239 |
Total assets | 145,685 | 167,526 |
Dermatology Products Sales | ||
Segment Reporting Information [Line Items] | ||
Intangible assets, net | 18,658 | 20,287 |
Tangible assets | 46,531 | 56,562 |
Total assets | 65,189 | 76,849 |
Pharmaceutical and Biotechnology Product Development | ||
Segment Reporting Information [Line Items] | ||
Tangible assets | 80,496 | 90,677 |
Total assets | $ 80,496 | $ 90,677 |
Revenues from Contracts and S_3
Revenues from Contracts and Significant Customers (Narrative) (Details) - Dermatology Products Sales - Customer Concentration Risk - customer | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of customers | 0 | 0 | 0 | 0 | |
Accounts Receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of customers | 2 | 1 | |||
Customer One | Accounts Receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 18% | 13% | |||
Customer Two | Accounts Receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 10.80% |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Product revenue, net | $ 14,855 | $ 16,961 | $ 27,885 | $ 29,126 |
Collaboration revenue | 183 | 364 | ||
Other revenue | 211 | 259 | ||
Net revenue | 14,896 | 17,386 | 27,926 | 29,815 |
Related Party | ||||
Revenue - related party | 41 | 31 | 41 | 66 |
Qbrexza | ||||
Product revenue, net | 6,836 | 8,079 | 11,853 | 12,173 |
Accutane | ||||
Product revenue, net | 5,719 | 5,579 | 11,538 | 10,227 |
Amzeeq | ||||
Product revenue, net | 1,205 | 1,374 | 1,960 | 2,568 |
Zilxi | ||||
Product revenue, net | 369 | 572 | 642 | 886 |
Other Legacy Product Revenue | ||||
Product revenue, net | $ 726 | $ 1,357 | $ 1,892 | $ 3,272 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Effective income tax rate | 0% | 0% | 0% | 0% |
Minimum ownership interest in subsidiaries for consolidated income tax return | 80% |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||||||||||||
Jul. 25, 2024 USD ($) $ / shares shares | Jul. 15, 2024 USD ($) director D | Jul. 05, 2024 USD ($) $ / shares | Dec. 27, 2023 USD ($) | Dec. 30, 2022 USD ($) $ / shares shares | Jul. 31, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | May 31, 2024 USD ($) $ / shares shares | Apr. 30, 2024 USD ($) $ / shares shares | Jan. 31, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jul. 09, 2024 USD ($) | Jun. 27, 2024 $ / shares | Jan. 09, 2024 $ / shares | Dec. 31, 2023 USD ($) $ / shares | Oct. 11, 2022 $ / shares | Aug. 31, 2020 USD ($) | Aug. 27, 2020 USD ($) | |
Subsequent Events | |||||||||||||||||||
Stock offering, number of shares issued | shares | 4,900,000 | ||||||||||||||||||
Sale of National Holding's stock, proceeds received | $ 150,000 | ||||||||||||||||||
Common Stock, par value | $ / shares | $ 0.0001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Proceeds from Warrant Exercises | $ 30 | $ 0 | |||||||||||||||||
Avenue | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 689,680 | ||||||||||||||||||
Exercise price of warrants | $ / shares | $ 6.20 | $ 116.25 | |||||||||||||||||
Avenue | Minimum | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Warrant expiration term | 18 months | ||||||||||||||||||
Avenue | Maximum | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||||
Avenue | Series A Warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Stock offering, price per share | $ / shares | $ 22.545 | ||||||||||||||||||
Avenue | Series B Warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Stock offering, price per share | $ / shares | $ 22.545 | ||||||||||||||||||
Avenue | Unregistered warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 1,379,360 | ||||||||||||||||||
Exercise price of warrants | $ / shares | $ 6.20 | ||||||||||||||||||
Stock offering, price per share | $ / shares | $ 0.125 | ||||||||||||||||||
Total gross proceeds | $ 3,900 | $ 3,700 | |||||||||||||||||
Urica | Common Stock Warrant | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.68 | ||||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||||
Direct offering | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Exercise price of warrants | $ / shares | $ 3.21 | ||||||||||||||||||
Stock offering, number of shares issued | shares | 3,303,305 | ||||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||||
Sale of National Holding's stock, proceeds received | $ 10,200 | ||||||||||||||||||
Unit Price Per Share | $ / shares | $ 3.33 | ||||||||||||||||||
Direct offering | Maximum | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 3,303,305 | ||||||||||||||||||
Direct offering | Checkpoint Common Stock Warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Stock offering, price per share | $ / shares | $ 1.805 | ||||||||||||||||||
Sale of National Holding's stock, proceeds received | $ 12,600 | ||||||||||||||||||
Direct offering | Checkpoint Common Stock Warrants | Maximum | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 7,756,233 | ||||||||||||||||||
Direct offering | Checkpoint Common Stock Warrants | Common Stock Warrant | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.68 | ||||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||||
Direct offering | Checkpoint Common Stock Warrants | Pre funded warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.0001 | ||||||||||||||||||
Warrants issued | shares | 6,481,233 | ||||||||||||||||||
Number of shares called by warrants | shares | 1 | ||||||||||||||||||
Stock offering, price per share | $ / shares | $ 1.8049 | ||||||||||||||||||
Direct offering | Checkpoint Common Stock Warrants | Placement Agent Warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Exercise price of warrants | $ / shares | $ 2.2563 | ||||||||||||||||||
Direct offering | Checkpoint Common Stock Warrants | Placement Agent Warrants | Maximum | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 465,374 | ||||||||||||||||||
Direct offering | Mustang | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 3,105,000 | 3,105,000 | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||
Stock offering, number of shares issued | shares | 3,025,000 | 575,191 | |||||||||||||||||
Stock offering, price per share | $ / shares | $ 0.4099 | $ 0.4099 | |||||||||||||||||
Warrant expiration term | 5 years | 5 years | |||||||||||||||||
Sale of National Holding's stock, proceeds received | $ 2,200 | ||||||||||||||||||
Direct offering | Mustang | Unregistered warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 6,130,000 | 6,130,000 | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.41 | $ 0.41 | |||||||||||||||||
Public Offering | Mustang | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 50,632,914 | ||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.237 | ||||||||||||||||||
Stock offering, number of shares issued | shares | 1,160,000 | ||||||||||||||||||
Stock offering, price per share | $ / shares | $ 0.237 | ||||||||||||||||||
Proceeds from Warrant Exercises | $ 3,300 | ||||||||||||||||||
Public Offering | Mustang | Common Stock | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Stock offering, number of shares issued | shares | 16,877,638 | ||||||||||||||||||
Public Offering | Mustang | Series A One Warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||||
Public Offering | Mustang | Series A Two Warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Warrant expiration term | 24 months | ||||||||||||||||||
Public Offering | Mustang | Series A Three Warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Warrant expiration term | 9 months | ||||||||||||||||||
Public Offering | Mustang | Amended Warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 2,588,236 | ||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.237 | ||||||||||||||||||
Stock offering, price per share | $ / shares | $ 1.58 | ||||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||||
SWK Term Loan | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Maximum borrowing capacity | $ 20,000 | ||||||||||||||||||
Basis spread on variable rate | 7.75% | ||||||||||||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember | ||||||||||||||||||
Debt instrument, floor rate | 5 | ||||||||||||||||||
Total notes payable, gross | $ 20,000 | $ 20,000 | $ 15,000 | ||||||||||||||||
Oaktree Note | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Debt instrument face amount | $ 60,000 | ||||||||||||||||||
Total notes payable, gross | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||
Subsequent Events | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Debt Instrument, number of interest only period | 30 months | ||||||||||||||||||
Subsequent Events | Scenario when the outstanding principal balance is less than or equal to 10 million | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Minimum liquidity to be maintained | $ 0 | ||||||||||||||||||
Minimum net sales to be maintained | 0 | ||||||||||||||||||
Subsequent Events | Scenario when the outstanding principal balance is between 10 million and 25 million | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Minimum liquidity to be maintained | 5,000 | ||||||||||||||||||
Increase in minimum liquidity to be maintained under each instance of product disapproval as per the debt agreement | 3,750 | ||||||||||||||||||
Subsequent Events | 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Preferred Stock, Monthly Dividends, Per Share, Paused | $ / shares | $ 0.1953125 | ||||||||||||||||||
Preferred Stock, dividend rate percentage | 9.375% | ||||||||||||||||||
Deferred Dividends | $ 700 | ||||||||||||||||||
Subsequent Events | Crystalys Therapeutics, Inc [Member] | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Capitalization in equity securities | $ 150,000 | ||||||||||||||||||
Subsequent Events | Urica | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Percentage of equity to be held | 35% | ||||||||||||||||||
Subsequent Events | Urica | Crystalys Therapeutics, Inc [Member] | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Urica's equity position | 15% | ||||||||||||||||||
Percentage of royalty on future net sales | 3% | ||||||||||||||||||
Number of directors | director | 1 | ||||||||||||||||||
Number of days to provide transition support | D | 90 | ||||||||||||||||||
Subsequent Events | July 2024 Registered Direct Offering [Member] | Checkpoint Common Stock Warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Number of warrants to purchase shares | shares | 5,853,659 | ||||||||||||||||||
Exercise price of warrants | $ / shares | $ 2.05 | ||||||||||||||||||
Stock offering, number of shares issued | shares | 1,230,000 | ||||||||||||||||||
Warrants issued | shares | 4,623,659 | ||||||||||||||||||
Stock offering, price per share | $ / shares | $ 2.05 | ||||||||||||||||||
Total gross proceeds | $ 12,000 | ||||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||||
Subsequent Events | July 2024 Registered Direct Offering [Member] | Checkpoint Common Stock Warrants | Pre funded warrants | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Exercise price of warrants | $ / shares | $ 2.0499 | ||||||||||||||||||
Subsequent Events | SWK Term Loan | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Maximum borrowing capacity | $ 25,000 | ||||||||||||||||||
Line of credit facility additional borrowing capacity | $ 5,000 | ||||||||||||||||||
Subsequent Events | Oaktree Note | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Proceeds from debt | 35,000 | ||||||||||||||||||
Debt instrument, unused borrowing capacity, amount | 15,000 | ||||||||||||||||||
Debt instrument face amount | $ 50,000 | ||||||||||||||||||
Basis spread on variable rate | 7.625% | ||||||||||||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrMember | ||||||||||||||||||
Debt instrument, floor rate | 2.50 | ||||||||||||||||||
Debt instrument, cap rate | 5.75 | ||||||||||||||||||
Debt instrument, percentage of then outstanding principal balance due on a specified date | 50% | ||||||||||||||||||
Debt instrument, aggregate of principal prepayment amount, minimum | $ 5,000 | ||||||||||||||||||
Debt instrument, aggregate of principal prepayment amount in multiples | 1,000 | ||||||||||||||||||
Excess proceeds from any of company's subsidiaries other than in connection with certain monetization events | 5,000 | ||||||||||||||||||
Minimum liquidity to be maintained | 7,000 | ||||||||||||||||||
Minimum net sales to be maintained | $ 50,000 | ||||||||||||||||||
Minimum net sale trailing period | 12 months | ||||||||||||||||||
Debt instrument, threshold amount of aggregate common equity or cash distributions to be received | $ 20,000 | ||||||||||||||||||
Percentage of amount set forth in annual budget | 50% | ||||||||||||||||||
Outstanding principal balance | $ 10,000 | ||||||||||||||||||
Number of warrants to purchase shares | shares | 506,390 | ||||||||||||||||||
Exercise price of warrants | $ / shares | $ 2.0735 | ||||||||||||||||||
Total notes payable, gross | $ 50,000 |