United States securities and exchange commission logo
July 3, 2023
David Jin
Chief Financial Officer
Fortress Biotech, Inc.
1111 Kane Concourse, Suite 301
Bay Harbor Islands, Florida 33154
Re: Fortress Biotech,
Inc.
Form 10-K for
Fiscal Year Ended December 31, 2022
Filed March 31,
2023
Form 8-K furnished
May 15, 2023
File No. 001-35366
Dear David Jin:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Non-Controlling Interests, page F-16
1. Please provide a
description of the methods and assumptions used to attribute your net
loss to controlling and
non-controlling interests that is linked to the Partner Company
allocations disclosed
in Note 12. In this regard, explain your consideration of terms
governing Partner
Company Founders Agreements and Management Services Agreements
as indicative of
profit-sharing arrangements between the parties. Refer to ASC 810-10-45-
18 through 45-21.
Expand your disclosure accordingly.
13. Net Loss per Common Share, page F-33
David Jin
Fortress Biotech, Inc.
July 3, 2023
Page 2
2. Please explain to us how you have considered the dividend paid to your
Series A
redeemable perpetual preferred stock in your net loss per common share
calculation. Refer
to ASC 260-10-45-11. Revise your accounting policy accordingly if
needed.
17. Related Party Transactions
Founders Agreement and Management Services Agreement, page F-47
3. Please provide the information referenced in ASC 460-10-50 that
describes and
quantifies your obligations as guarantor in connection with equity or
debt raises by your
partner companies and as indemnitor of potential losses or liabilities
that may be
experienced by your partner companies, their partners or investors, as
discussed on pages
37-38. Expand your disclosure accordingly.
Form 8-K dated May 15, 2023
Exhibit 99.1
Use of Non-GAAP Financial Measures, page 7
4. Your non-GAAP presentation removes all net losses attributable to your
four public
partner companies from the net loss attributable to common
stockholders but retains net
losses attributable to your private partner companies, as well as
reflecting similar
adjustments to reported R&D and SG&A expenses, a practice that appears
to represent a
tailored recognition and measurement principle. In this regard, please
address in detail
your consideration of Question 100.4 in the Compliance and Disclosure
Interpretations for
Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Frank Wyman at 202-551-3660 or Li Xiao at 202-551-4391
with any
questions.
FirstName LastNameDavid Jin Sincerely,
Comapany NameFortress Biotech, Inc.
Division of
Corporation Finance
July 3, 2023 Page 2 Office of Life
Sciences
FirstName LastName