Fortress Biotech, Inc. (Nasdaq: FBIO) (“Fortress”), an innovative
biopharmaceutical company focused on efficiently acquiring,
developing and commercializing or monetizing promising therapeutic
products and product candidates, today announced financial results
and recent corporate highlights for the second quarter ended June
30, 2023.
Lindsay A. Rosenwald, M.D., Fortress’ Chairman,
President and Chief Executive Officer, said, “Fortress, along with
our partner companies and subsidiaries, demonstrated meaningful
progress in the second quarter of 2023 and subsequent months,
including:
- Our revenue numbers remain strong
for the second quarter, totaling $17.4 million, which represents a
40% growth rate over the first quarter of 2023.
- Additionally, we are excited by all
of the positive data milestones recently achieved, notably:
- Positive topline results from our
two Phase 3 DFD-29 clinical trials for papulopustular rosacea;
- Positive data from our Phase 1/2
single center clinical trial of our CAR T cell therapy, MB-106, to
treat a wide range of hematologic malignancies;
- Positive data from the Phase 1
dotinurad clinical trial in healthy volunteers in the U.S.;
- Excellent longer-term positive
Phase 3 cosibelimab data demonstrating substantial increases in
complete response rates in advanced cutaneous squamous cell
carcinoma (“cSCC”);
- New pharmacokinetic (“PK”) modeling
data for cosibelimab supporting the extension to an
every-three-week dosing regimen; and
- Positive preclinical data in the
BAER-101 trial supporting a Phase 2 study in epilepsy.
- On the regulatory
front:
- We reached agreement with the U.S.
Food and Drug Administration (“FDA”) on key elements of the Phase 3
safety study, including the primary endpoint and statistical
analysis approach, for intravenous (“IV”) tramadol, which is in
development for the treatment of acute post-operative pain in a
medically supervised setting. We believe that a positive study
outcome could result in the FDA approval of IV tramadol.
- By the end of 2023, we expect to
have two additional New Drug Applications (“NDA”) on file with the
FDA for CUTX-101 and DFD-29.
- There is a Prescription Drug User
Fee Act (“PDUFA”) goal date of January 3, 2024, for cosibelimab to
treat metastatic or locally advanced cSCC.”
Dr. Rosenwald continued, “With an expanding
portfolio of marketed dermatology products, more than 25 drug
candidates across our partner companies, and the potential for
multiple FDA approvals over the next two years, we believe that our
business is well-positioned for continued growth. Our strategy is
focused on targeting exciting clinical-stage medicines with
proof-of-concept data in areas of unmet need. Fortress and our
partner companies are poised to achieve our collective objective of
providing new treatment options to patients in need, while creating
significant long-term value for our shareholders through our equity
interests and royalties.”
Recent Corporate
Highlights1:
Marketed Dermatology Products and
Product Candidates
- Journey Medical Corporation
(Nasdaq: DERM) (“Journey Medical”), our partner company, primarily
focuses on selling and marketing of prescription dermatology
products.
- Journey Medical’s total product net
revenues were $17.0 million for the second quarter of 2023,
compared to second quarter 2022 total product net revenues of $18.2
million, and showed sequential growth compared to $12.2 million
total product net revenues in the first quarter of 2023.
- In July 2023, Journey Medical
announced positive topline data from the two DFD-29 (Minocycline
Hydrochloride Modified Release Capsules, 40 mg) Phase 3 clinical
trials for the treatment of rosacea and achieved the co-primary and
all secondary endpoints with subjects completing the 16-week
treatment with no significant safety issues. DFD-29 demonstrated
statistical superiority compared to both Oracea capsules and
placebo for Investigator’s Global Assessment treatment success and
the reduction in the total inflammatory lesion count in both
studies. Journey Medical plans to file its NDA for DFD-29 in the
second half of 2023 and expects potential approval from the FDA in
the second half of 2024.
- In June 2023, Journey Medical
announced positive topline data from the Phase 1 clinical trial
assessing the impact of DFD-29 on the microbial flora of healthy
adults and also evaluated the safety and tolerability of DFD-29.
The study achieved all primary objectives and no significant safety
issues were noted during the study. The results indicate that
DFD-29 can be safely used for up to 16 weeks with no significant
risk of microbiota suppression or development of resistance.
Cosibelimab (Anti PD-L1
antibody)
- Our partner company, Checkpoint
Therapeutics, Inc. (Nasdaq: CKPT) (“Checkpoint”), submitted a
Biologics License Application (“BLA”) to the FDA for cosibelimab,
its investigational anti-PD-L1 antibody, as a treatment for
patients with metastatic or locally advanced cSCC who are not
candidates for curative surgery or radiation, in January 2023. In
March 2023, the FDA accepted the BLA filing for cosibelimab and set
a PDUFA goal date of January 3, 2024. In its BLA filing acceptance
letter, the FDA indicated that no potential filing review issues
have been identified, and that an advisory committee meeting to
discuss the application is not currently planned. According to U.S.
prescription claims data, in 2021, approximately 11,000 patients
with cSCC were treated with systemic therapies. As checkpoint
inhibitors comprised less than half of U.S. patient prescriptions,
cSCC remains a disease with a need for more effective and tolerable
treatment options, particularly for the significant number of cSCC
patients with immunosuppressive conditions or autoimmune diseases.
With its unique mechanism of action and compelling safety profile,
we believe cosibelimab, if approved, would be uniquely positioned
to provide an important new treatment option for patients with cSCC
who are currently underserved by available therapies.
- In July 2023, Checkpoint announced
new, longer-term data for cosibelimab from its pivotal studies in
locally advanced and metastatic cutaneous squamous cell carcinoma
(“cSCC”). These results demonstrate a deepening of response over
time, resulting in substantially higher complete response rates
than previously reported (55% objective response rate; 23% complete
response rate in locally advanced cSCC and 50% objective response
rate; 13% complete response rate in metastatic cSCC). Furthermore,
responses continue to remain durable over time with the median
duration of response not yet reached in either group.
- In June 2023, Checkpoint announced
that new PK modeling data on cosibelimab supporting the extension
to an every-three-week dosing regimen were presented at the
Population Approach Group Europe 2023 annual meeting. Results
support comparability of cosibelimab 800 mg every-two-week and 1200
mg every-three-week dosing regimens.
- Cosibelimab was sourced by Fortress
and is currently in development at Checkpoint.
Dotinurad (Urate Transporter (URAT1)
Inhibitor)
- Dotinurad is in development for the
treatment of gout. Data announced in June 2023 from the Phase 1
clinical trial in healthy volunteers showed comparable
pharmacokinetic, pharmacodynamic and safety profile between U.S.
and Japanese healthy subjects. We plan to initiate a Phase 1b
clinical trial in gout patients in the U.S. in the third quarter of
2023 to confirm the comparability of Japanese and U.S. subjects’
response to dotinurad and we expect to begin pivotal clinical
trials in early 2024.
- Dotinurad (URECE® tablet) was
approved in Japan in 2020 as a once-daily oral therapy for gout and
hyperuricemia. Dotinurad was efficacious and well-tolerated in more
than 500 Japanese patients treated for up to 58 weeks in Phase 3
clinical trials. The clinical program supporting approval included
over 1,000 patients.
- Dotinurad was sourced by Fortress
and is currently in development at Urica.
MB-106 (CD20-targeted CAR T Cell
Therapy)
- Mustang Bio, Inc.’s (Nasdaq: MBIO)
(“Mustang Bio”) lead clinical candidate is MB-106, a CD20-targeted,
autologous CAR T cell therapy to treat a wide range of hematologic
malignancies, including Waldenstrom macroglobulinemia (“WM”) and
follicular lymphoma (“FL”). MB-106 continues to demonstrate a
favorable safety and efficacy profile in both the Fred Hutch single
institution and Mustang Bio multicenter Phase 1/2 clinical
trials.
- Phase 1/2 data from the WM cohort
in the Fred Hutch clinical trial for MB-106 were presented in a
poster session at the European Hematology Association Hybrid
Congress. All six patients in the WM cohort in the study were
previously treated with Bruton's tyrosine kinase inhibitors
(“BTKi”), and their disease continued to progress while on BTKis.
83% (5/6) of the WM cohort patients treated with MB-106 responded
to treatment, including 2 complete responses (“CR”), 1 very good
partial response (“VGPR”), 1 partial response (“PR”), and 1 minor
response, with the remaining patient experiencing stable disease.
One of the patients who achieved a CR has remained in remission for
22 months. From a safety perspective, cytokine release syndrome
(“CRS”) occurred in five patients with no grade 3 or 4 CRS
observed, and one patient experienced grade 1 immune effector
cell-associated neurotoxicity syndrome (“ICANS”) with no grade 2, 3
or 4 ICANS observed.
- Fred Hutch also presented MB-106
data from the FL cohort of their clinical trial in an oral
presentation at the International Conference on Malignant Lymphoma.
A total of 20 patients with relapsed FL with confirmed CD20
expression participated in the study and had day 28 assessment.
Median age was 63 years (range: 44 – 81), and median prior lines of
treatment was 4 (range: 1 – 12). High-risk features included
patients with progression of disease within 24 months of first-line
chemoimmunotherapy (POD24) (n=15, 75%), history of histologic
transformation (n=4, 20%), prior treatment with a CD19 target CAR T
(n=1, 5%). Overall response rate (“ORR”) was 95% (19/20), and CR
rate was 80% (16/20). Patients who received higher dose levels had
an ORR of 100% and a CR rate of 91%. Ten patients are in remission
over one year, seven of whom are in remission over two years. One
patient, previously treated with a CD19-targeted CAR T-cell
therapy, achieved a CR and remains in remission after 18 months.
From a safety profile perspective, all CRS events were grade 1
(n=5, 25%) or grade 2 (n=1, 5%), with no grade ≥ 3 CRS events and
there was no occurrence of ICANS of any grade.
- In parallel, Mustang Bio’s
multicenter, open-label, non-randomized Phase 1/2 clinical trial
evaluating the safety and efficacy of MB-106 continues to accrue,
and Mustang Bio anticipates escalation to the final dose level in
the Phase 1 indolent lymphoma arm in the third quarter of this
year. The FDA granted Orphan Drug Designation to MB-106 for the
treatment of WM, and results from this arm are expected to support
an accelerated Phase 2 registration strategy for WM, with the first
pivotal Phase 2 patient with WM to be treated potentially in the
first quarter of 2024. Mustang Bio plans to report initial safety
and efficacy data from the multicenter trial shortly, with
additional safety and efficacy data from the trial expected in the
fourth quarter. Finally, Mustang Bio expects to initiate a pivotal
phase 2 trial in at least one additional B-cell malignancy later in
2024.
- MB-106 was sourced by Fortress and
is currently in development at Mustang Bio.
CUTX-101 (Copper Histidinate for Menkes
disease)
- Our subsidiary, Cyprium
Therapeutics, Inc. (“Cyprium”), has completed two pivotal studies
in patients with Menkes disease treated with CUTX-101, copper
histidinate (CuHis). In a pre-specified analysis of the studies, a
79% reduction in the risk of death was observed in patients treated
within four weeks of birth, compared with a historical control
cohort of untreated patients, and median overall survival (OS) was
177.1 months for CUTX-101 compared to 16.1 months for the
historical control, with a hazard ratio (“HR”) of (95% CI) = 0.208
(0.094, 0.463) p<0.0001. A 75% reduction in the risk of death
was observed in patients treated after four weeks of birth,
compared with untreated historical control subjects, and median OS
was 62.4 and 17.6 months, respectively; HR (95% CI) = 0.253 (0.119,
0.537); p<0.0001.
- In 2021, Cyprium signed a
Development and Asset Purchase Agreement with Sentynl Therapeutics,
Inc. (“Sentynl”), a wholly owned subsidiary of Zydus Lifesciences
Ltd., for CUTX-101 to treat Menkes disease. Cyprium is responsible
for the development of CUTX-101, and Sentynl will be responsible
for commercialization of CUTX-101, as well as progressing newborn
screening activities.
- In December 2021, Cyprium initiated
the rolling submission of an NDA to the FDA for CUTX-101, which is
ongoing and expected to be completed by the end of 2023.
- Cyprium will retain 100% ownership
over any FDA priority review voucher that may be issued at NDA
approval of CUTX-101.
- CUTX-101 was sourced by Fortress
and is currently in development at Cyprium.
CAEL-101 (Light Chain Fibril-reactive
Monoclonal Antibody for AL Amyloidosis)
- On October 5, 2021, AstraZeneca plc
(“AstraZeneca”) acquired Caelum Biosciences, Inc. (“Caelum”) for an
upfront payment of approximately $150 million paid to Caelum
shareholders, of which approximately $56.9 million was paid to
Fortress, net of Fortress’ $6.4 million portion of the $15 million,
24-month escrow holdback amount and other miscellaneous transaction
expenses. The agreement also provides for additional potential
payments to Caelum shareholders totaling up to $350 million,
payable upon the achievement of regulatory and commercial
milestones. Fortress is eligible to receive 42.4% of all potential
milestone payments, which, together with the upfront payment, would
total up to approximately $212 million.
- There are two ongoing Phase 3
studies of CAEL-101 for AL amyloidosis. (ClinicalTrials.gov
identifiers: NCT04512235 and NCT04504825).2
- Based on its public statements,
AstraZeneca has estimated that it expects the FDA to accept its BLA
submission for review in the second half of 2024.
- CAEL-101 (anselamimab) was sourced
by Fortress and was developed by Caelum (founded by Fortress) until
its acquisition by AstraZeneca in October 2021.
Triplex (Cytomegalovirus (“CMV”)
vaccine)
- In June 2023, we announced that the
National Cancer Institute awarded a $3.2 million grant to City of
Hope for clinical studies of Triplex, a CMV vaccine being developed
by Helocyte and City of Hope. This competitive award will fund two
planned multicenter, placebo-controlled, randomized Phase 2 studies
to evaluate the potential safety and immunological response of
Triplex and its ability to enhance CMV-specific T cell immunity in
stem cell donors to reduce the risk of CMV events in recipients of
allogeneic hematopoietic cell transplant.
- We expect that the Phase 2 clinical
trial of Triplex for adults co-infected with HIV and CMV will
complete enrollment in the second half of 2023 with topline data
anticipated in 2024. The study aims to show that vaccination with
Triplex can potentially reduce the dose of highly active
antiretroviral therapy treatment required to control HIV, which is
used in up to 1.7 million treated patients with HIV.
- Triplex received a grant from the
National Institute of Allergy and Infectious Diseases that could
provide over $20 million in non-dilutive funding. This will fund a
420 patient multicenter, placebo-controlled, randomized Phase 2
study of Triplex for control of CMV in patients undergoing liver
transplantation and is expected to begin enrollment this year. We
believe this data set could ultimately be used to support approval
of Triplex in this setting.
- Triplex is currently the subject of
three ongoing clinical trials including: pediatric patients
undergoing stem cell transplant; adults co-infected with CMV and
HIV; and in combination with a CAR T cell therapy for adults with
non-Hodgkin lymphoma.
- Triplex was sourced by Fortress and
is currently in development at our subsidiary, Helocyte, Inc.
AJ201
- In July 2023, we announced that our
partner company, Avenue Therapeutics, Inc. (Nasdaq: ATXI)
(“Avenue”), dosed the first patient in a Phase 1b/2a study, which
is evaluating AJ201 in the U.S. for the treatment of spinal and
bulbar muscular atrophy (“SBMA”), also known as Kennedy's Disease.
Kennedy’s Disease is a debilitating rare genetic neuromuscular
disease primarily affecting men. Although there is a range of cited
prevalence rates in the literature, a recent study used genetic
analysis to estimate disease prevalence
of 1:6,887 males3. Topline data for the Phase 1b/2a
clinical trial of AJ201 in SBMA are expected in the first half of
2024.
- AJ201 was sourced by Fortress and
is currently in development at Avenue.
BAER-101
- In August 2023, Avenue reported
preclinical results for BAER-101, a potentially best in class
GABA-A α2,3 positive allosteric modulator, demonstrating it
significantly suppressed seizures in a translational animal model
of absence epilepsy. In an in vivo evaluation using the SynapCell's
Genetic Absence Epilepsy Rat from Strasbourg (“GAERS”) model of
absence epilepsy, BAER-101 fully suppressed seizure
activity with a minimal effective dose of 0.3 mg/kg, PO.
The effect was fast in onset and stable throughout the duration of
testing. The detailed preclinical results will be presented at an
upcoming scientific meeting. The combination of safety and
tolerability in hundreds of patients and the preclinical efficacy
data support BAER-101’s continued development in a Phase 2a trial,
which the Company plans to initiate in 2024.
- BAER-101 was
sourced by Fortress and is currently in development at Baergic Bio,
a subsidiary of Avenue.
IV Tramadol
- In July 2023, Avenue reached an
agreement with the FDA on key elements of the Phase 3 safety study,
including the primary endpoint and statistical analysis approach,
for intravenous (“IV”) tramadol, which is in development for the
treatment of acute post-operative pain in a medically supervised
setting. The agreed upon non-inferiority study is designed to
assess the theoretical risk of opioid-induced respiratory
depression related to opioid stacking on IV tramadol compared to IV
morphine. Avenue expects to initiate the Phase 3 safety study this
year, subject to obtaining the necessary financing which could be
provided through a strategic partnership. We expect that a positive
study outcome could result in the FDA approval of IV tramadol.
- IV Tramadol was
sourced by Fortress and is currently in development at Avenue.
In vivo CAR T Platform
Technology
- We continue to collaborate with the
Mayo Clinic to potentially revolutionize the delivery of CAR T in
patients. The technology has the potential to generate CAR T cells
within the patient’s body after two outpatient injections, without
the need for traditional ex vivo allogeneic or autologous CAR T
cell processing wait time and expense.
- We anticipate the publication of
proof-of-concept research from in vivo animal studies in 2023.
- The novel CAR T technology was
sourced by Fortress and is currently in development at Mustang
Bio.
General Corporate:
- In July 2023, Mustang Bio announced
that it amended its previously announced asset purchase agreement
with uBriGene (Boston) Biosciences Inc. (“uBriGene”), the U.S.
subsidiary of uBriGene Group, a leading cell and gene therapy
contract development and manufacturing organization (“CDMO”), and
closed the transaction. Per the terms of the amended asset purchase
agreement, at closing, uBriGene acquired all of Mustang Bio’s
assets primarily relating to the manufacturing and production of
cell and gene therapies at Mustang Bio’s state-of-the-art clinical-
and commercial-scale cell and gene therapy manufacturing facility
in Worcester, Massachusetts, for upfront consideration of $6
million in cash. An additional $5 million contingent payment will
be payable to Mustang Bio upon (i) Mustang Bio’s raising $10
million in gross proceeds from equity raises following the closing
of the transaction and (ii) completion of the assignment of Mustang
Bio’s lease to uBriGene, which remains subject to landlord’s
approval, within two years of the closing. Until the lease is
transferred to uBriGene, Mustang Bio will retain its facility lease
and facility personnel, and will continue to occupy the leasehold
premises and manufacture there its lead product candidate,
MB-106.
- In April 2023, Aevitas
Therapeutics, Inc. (“Aevitas”), Fortress’ subsidiary company, and
4D Molecular Therapeutics (“4DMT”) announced the execution of an
asset purchase agreement for 4DMT to acquire Aevitas’ proprietary
rights to its short-form human complement factor H (“sCFH”) asset
for the treatment of complement-mediated diseases. Under the terms
of the agreement, 4DMT will make cash payments to Aevitas totaling
up to ~$140 million in potential late-stage development, regulatory
and sales milestones. A range of single-digit royalties on net
sales are also payable. The aforementioned payments are payable
solely to Aevitas, and 4DMT will be responsible for license payment
obligations to University of Pennsylvania, where the sCFH
technology was co-invented and co-developed.
Financial Results:
To assist our stockholders in understanding our
company, we have prepared non-GAAP financial metrics for the three
months ended June 30, 2023 and 2022. These metrics exclude the
operations of our four public partner companies: Avenue,
Checkpoint, Journey Medical and Mustang Bio, as well as any
one-time, non-recurring, non-cash transactions. The goal in
providing these non-GAAP financial metrics is to highlight the
financial results of Fortress’ core operations, which comprise our
privately held development-stage entities, as well as our business
development and finance functions.
- As of June 30, 2023, Fortress’
consolidated cash, cash equivalents and restricted cash totaled
$89.2 million, compared to $154.9 million as of March 31, 2023 and
$181.0 million as of December 31, 2022, a decrease of $65.7 million
during the quarter and a decrease of $91.8 million
year-to-date.
- On a GAAP basis, Fortress’ net
revenue totaled $17.4 million for the second quarter of 2023, which
included $17.0 million in net revenue generated from our marketed
dermatology products. This compares to net revenue totaling $18.9
million for the second quarter of 2022, which included $18.2
million in net revenue generated from our marketed dermatology
products.
- On a GAAP basis, consolidated
research and development expenses including license acquisitions
were $32.1 million for the second quarter of 2023, compared to
$33.1 million for the second quarter of 2022. On a non-GAAP basis,
Fortress research and development expenses were $2.7 million for
the second quarter of 2023, compared to $3.3 million for second
quarter of 2022.
- On a GAAP basis, consolidated
selling, general and administrative expenses were $24.4 million for
the second quarter of 2023, compared to $29.0 million for the
second quarter of 2022. On a non-GAAP basis, Fortress selling,
general and administrative expenses were $6.8 million, for the
second quarter of 2023, compared to $8.5 million for the second
quarter of 2022.
- On a GAAP basis, consolidated net
loss attributable to common stockholders was $26.8 million, or
$0.24 per share, for the second quarter of 2023, compared to
consolidated net loss attributable to common stockholders of $23.4
million, or $0.26 per share for the second quarter of 2022.
- Fortress’ non-GAAP loss
attributable to common stockholders was $8.0 million, or $0.07 per
share, for the second quarter of 2023, compared to Fortress’
non-GAAP loss attributable to common stockholders of $10.9 million,
or $0.12 per share, for the second quarter of 2022.
Use of Non-GAAP Measures:
In addition to the GAAP financial measures as
presented in our filings with the Securities and Exchange
Commission (“SEC”), including our Form 10-Q to be filed on August
14, 2023, the Company, in this press release, has included certain
non-GAAP measurements. The non-GAAP net loss attributable to common
stockholders is defined by the Company as GAAP net loss
attributable to common stockholders, less net losses attributable
to common stockholders from our public partner companies Avenue,
Checkpoint, Journey Medical and Mustang Bio (“public partner
companies”). In addition, the Company has also provided a Fortress
non-GAAP loss attributable to common stockholders which is a
modified EBITDA calculation that starts with the non-GAAP loss
attributable to common stockholders and removes stock-based
compensation expense, non-cash interest expense, amortization of
debt discount, changes in fair value of derivative liability, loss
on deconsolidation of subsidiary, and depreciation expense. The
Company also provides non-GAAP research and development costs,
defined as GAAP research and development costs, less research and
development costs of our public partner companies and non-GAAP
selling, general and administrative costs, defined as GAAP selling,
general and administrative costs, less selling, general and
administrative costs of our public partner companies.
Management believes each of these non-GAAP
measures provide meaningful supplemental information regarding the
Company's performance because (i) it allows for greater
transparency with respect to key measures used by management in its
financial and operational decision-making; (ii) it excludes the
impact of non-cash or, when specified, non-recurring items that are
not directly attributable to the Company's core operating
performance and that may obscure trends in the Company's core
operating performance; and (iii) it is used by institutional
investors and the analyst community to help analyze the Company's
standalone results separate from the results of its public partner
companies. However, non-GAAP loss attributable to common
stockholders and any other non-GAAP financial measures should be
considered as a supplement to, and not as a substitute for, or
superior to, the corresponding measures calculated in accordance
with GAAP. Further, non-GAAP financial measures used by the Company
and the manner in which they are calculated may differ from the
non-GAAP financial measures or the calculations of the same
non-GAAP financial measures used by other companies, including the
Company's competitors.
The tables below provide a reconciliation from
GAAP to non-GAAP measures:
|
|
|
|
For the three months ended June 30, |
|
For the six months ended June 30, |
|
($ in thousands except for share and per share amounts) |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
Net loss attributable to common
stockholders1 |
|
|
$ |
(26,784 |
) |
|
$ |
(23,364 |
) |
|
$ |
(50,329 |
) |
|
$ |
(41,132 |
) |
|
Net loss attributable to common stockholders - Avenue2 |
|
|
|
(339 |
) |
|
|
(354 |
) |
|
|
(1,361 |
) |
|
|
(889 |
) |
|
Net loss attributable to common stockholders - Checkpoint3 |
|
|
|
(2,441 |
) |
|
|
(2,596 |
) |
|
|
(4,208 |
) |
|
|
(5,520 |
) |
|
Net loss attributable to common stockholders - Journey
Medical4 |
|
|
|
(4,662 |
) |
|
|
(4,747 |
) |
|
|
(10,395 |
) |
|
|
(5,564 |
) |
|
Net loss attributable to common stockholders - Mustang Bio5 |
|
|
|
(3,276 |
) |
|
|
(1,374 |
) |
|
|
(6,550 |
) |
|
|
(3,916 |
) |
|
Non-GAAP loss attributable to common
stockholders |
|
|
$ |
(16,066 |
) |
|
$ |
(14,293 |
) |
|
$ |
(27,815 |
) |
|
$ |
(25,243 |
) |
|
Stock based compensation |
|
|
|
2,705 |
|
|
|
2,884 |
|
|
|
5,574 |
|
|
|
5,665 |
|
|
Non-cash interest |
|
|
|
391 |
|
|
|
4 |
|
|
|
836 |
|
|
|
8 |
|
|
Amortization of debt discount |
|
|
|
970 |
|
|
|
404 |
|
|
|
1,454 |
|
|
|
761 |
|
|
Depreciation |
|
|
|
92 |
|
|
|
98 |
|
|
|
185 |
|
|
|
198 |
|
|
Change in fair value of warrant liabilities |
|
|
|
512 |
|
|
|
- |
|
|
|
(6,166 |
) |
|
|
- |
|
|
Loss on deconsolidation of Aevitas |
|
|
|
3,369 |
|
|
|
- |
|
|
|
3,369 |
|
|
|
- |
|
|
Fortress non-GAAP loss attributable to common
stockholders |
|
|
$ |
(8,027 |
) |
|
$ |
(10,903 |
) |
|
$ |
(22,563 |
) |
|
$ |
(18,611 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share - basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders (GAAP) |
|
|
$ |
(0.24 |
) |
|
$ |
(0.26 |
) |
|
$ |
(0.47 |
) |
|
$ |
(0.47 |
) |
|
Non-GAAP net loss attributable to common stockholders |
|
|
$ |
(0.15 |
) |
|
$ |
(0.16 |
) |
|
$ |
(0.26 |
) |
|
$ |
(0.29 |
) |
|
Fortress non-GAAP loss attributable to common stockholders |
|
|
$ |
(0.07 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.21 |
) |
|
$ |
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic and diluted |
|
|
|
110,659,985 |
|
|
|
88,743,457 |
|
|
|
106,297,241 |
|
|
|
87,593,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Net loss attributable to common
stockholders reflects the Series A Preferred dividends for all
periods presented.
- Avenue net loss for the three
months ended June 30, 2023 of $4.0 million net of non-controlling
interest ("NCI") of $3.5 million, Fortress management services
agreement ("MSA") fee of $0.1 million and financing fee to Fortress
of $0.1 million; net loss for the three months ended June 30, 2022
of $0.6 million net of NCI of $0.3 million; net loss for the six
months ended June 30, 2023 of $11.5 million net of NCI of $9.9
million, Fortress MSA fee of $0.3 million, and Fortress financing
fee of $0.1 million; and net loss for the six months ended June 30,
2022 of $3.5 million net of NCI of $2.6 million.
- Checkpoint net loss for the three
months ended June 30, 2023 of $16.5 million net of NCI of $13.6
million, Fortress MSA fee of $0.1 million and financing fee to
Fortress of $0.4 million; net loss for the three months ended June
30, 2022 of $14.1 million net of NCI of $11.4 million, Fortress MSA
fee of $0.1 million; net loss for the six months ended June 30,
2023 of $27.0 million net of NCI of $22.0 million, Fortress MSA fee
of $0.3 million, and Fortress financing fee of $0.6 million; and
net loss for the six months ended June 30, 2022 of $31.0 million
net of NCI of $25.0 million, Fortress MSA fee of $0.3 million, and
Fortress financing fee of $0.2 million.
- Journey Medical net loss for the
three months ended June 30, 2023 of $8.4 million net of NCI of $3.7
million; and net loss for the three months ended June 30, 2022 of
$7.5 million, net of NCI of approximately $2.8 million and tax
benefit recognized on a stand-alone basis of $0.1 million; and net
loss of $18.5 million net of non-controlling interest of $8.1
million for the 6 months ended June 30, 2023, and net loss of $8.9
million net non-controlling interest of $3.3 million for the six
months ended June 30, 2022.
- Mustang Bio net loss for the three
months ended June 30, 2023 of $16.2 million net of NCI of $12.8
million, Fortress MSA fee of $0.1 million; net loss for the three
months ended June 30, 2022 of $19.1 million net of NCI of $17.4
million; net loss for the six months ended June 30, 2023 of $32.9
million net of non-controlling interest of $26.1 million and
Fortress MSA fee of $0.3 million; and net loss for the six months
ended June 30, 2022 of $38.9 million net of NCI of $31.5 million,
Fortress MSA of $0.5 million and Fortress financing fee of $0.9
million.
Reconciliation to non-GAAP research and
development costs and non-GAAP selling, general and administrative
costs:
|
For the three months ended June 30, |
|
For the six months ended June 30, |
($ in thousands) |
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Research and development1 |
$ |
32,141 |
|
|
$ |
33,131 |
|
|
$ |
71,647 |
|
|
$ |
69,853 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development - Avenue2 |
|
2,965 |
|
|
|
151 |
|
|
|
8,347 |
|
|
|
1,959 |
|
Research and development - Checkpoint |
|
13,945 |
|
|
|
12,053 |
|
|
|
29,771 |
|
|
|
26,723 |
|
Research and development - Journey Medical |
|
1,774 |
|
|
|
2,609 |
|
|
|
3,807 |
|
|
|
3,875 |
|
Research and development - Mustang Bio3 |
|
10,773 |
|
|
|
15,039 |
|
|
|
24,711 |
|
|
|
31,203 |
|
Non-GAAP research and development costs |
$ |
2,684 |
|
|
$ |
3,279 |
|
|
$ |
5,011 |
|
|
$ |
6,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
$ |
24,439 |
|
|
$ |
29,048 |
|
|
$ |
49,780 |
|
|
$ |
55,318 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative - Avenue4 |
|
761 |
|
|
|
454 |
|
|
|
1,683 |
|
|
|
1,509 |
|
General and administrative - Checkpoint5 |
|
1,753 |
|
|
|
1,987 |
|
|
|
3,764 |
|
|
|
3,909 |
|
Selling, general and administrative - Journey Medical |
|
12,141 |
|
|
|
15,191 |
|
|
|
25,433 |
|
|
|
29,906 |
|
General and administrative - Mustang Bio6 |
|
2,993 |
|
|
|
2,876 |
|
|
|
5,251 |
|
|
|
5,278 |
|
Non-GAAP selling, general and administrative
costs |
$ |
6,791 |
|
|
$ |
8,540 |
|
|
$ |
13,649 |
|
|
$ |
14,716 |
|
|
- Includes Research and development
expense and Research and development - licenses acquired expense
for the periods presented.
- Excludes $0.1 million of Fortress
MSA expense payable to Fortress for the three and six months ended
June 30, 2023.
- Excludes $0.1 million of Fortress
MSA expense for the three months ended June 30, 2023; $0.1 million
of Fortress MSA expense for the three months ended June 30, 2022;
$0.1 million Fortress MSA expense for the six months ended June 30,
2023; and $0.3 million Fortress MSA expense for the six months
ended June 30, 2022.
- Excludes $0.1 million of Fortress
MSA expense and $0.1 million financing fee payable to Fortress for
the three months ended June 31, 2023 and $0.3 million of Fortress
MSA expense and $0.1 million financing fee payable to Fortress for
the six months ended June 31, 2023.
- Excludes $0.1 million of Fortress
MSA expense and $0.4 million Fortress financing fee for the three
months ended June 30, 2023; $0.1 million of Fortress MSA expense
for the three months ended June 30, 2022; $0.3 million Fortress MSA
expense and $0.6 million Fortress financing fee for the six months
ended June 30, 2023; and $0.3 million Fortress MSA expense and $0.2
million Fortress financing fee for the six months ended June 30,
2022.
- Excludes $0.1 million of Fortress
MSA expense for the three months ended June 30, 2023; $0.1 million
of Fortress MSA expense and $0.1 million Fortress financing fee for
the three months ended June 30, 2022; $0.1 million Fortress MSA
expense for the six months ended June 30, 2023; and $0.3 million
Fortress MSA expense and $0.9 million Fortress financing fee for
the six months ended June 30, 2022.
About Fortress Biotech Fortress
Biotech, Inc. (“Fortress”) is an innovative biopharmaceutical
company focused on efficiently acquiring, developing and
commercializing or monetizing promising therapeutic products and
product candidates. The company has eight marketed prescription
pharmaceutical products and over 25 programs in development at
Fortress, at its majority-owned and majority-controlled partners
and subsidiaries and at partners and subsidiaries it founded and in
which it holds significant minority ownership positions. Such
product candidates span six large-market areas, including oncology,
rare diseases and gene therapy, which allow it to create value for
shareholders. Fortress advances its diversified pipeline through a
streamlined operating structure that fosters efficient drug
development. The Fortress model is driven by a world-class business
development team that is focused on leveraging its significant
biopharmaceutical industry expertise to further expand the
company’s portfolio of product opportunities. Fortress has
established partnerships with some of the world’s leading academic
research institutions and biopharmaceutical companies to maximize
each opportunity to its full potential, including AstraZeneca, City
of Hope, Fred Hutchinson Cancer Center, St. Jude Children’s
Research Hospital, Nationwide Children’s Hospital and Sentynl. For
more information, visit www.fortressbiotech.com.
Forward-Looking StatementsThis
press release may contain “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, as amended. As used
below and throughout this press release, the words “we”, “us” and
“our” may refer to Fortress individually or together with one or
more partner companies, as dictated by context. Such statements
include, but are not limited to, any statements relating to our
growth strategy and product development programs, ability to
generate shareholder value, ability of our products to receive
necessary approvals, including FDA approval, ability of our
products and therapies to help patients and any other statements
that are not historical facts. Forward-looking statements are based
on management’s current expectations and are subject to risks and
uncertainties that could negatively affect our business, operating
results, financial condition and stock price. Factors that could
cause actual results to differ materially from those currently
anticipated include, risks relating to: our growth strategy;
financing and strategic agreements and relationships; our need for
substantial additional funds and uncertainty relating to
financings; our ability to identify, acquire, close and integrate
product candidates successfully and on a timely basis; our ability
to attract, integrate and retain key personnel; the early stage of
products under development; the results of research and development
activities; uncertainties relating to preclinical and clinical
testing; risks relating to the timing of starting and completing
clinical trials; the ability to secure and maintain third-party
manufacturing, marketing and distribution of our and our partner
companies’ products and product candidates; government regulation;
patent and intellectual property matters; competition; as well as
other risks described in our SEC filings. We expressly disclaim any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in our expectations or any changes in events,
conditions or circumstances on which any such statement is based,
except as may be required by law, and we claim the protection of
the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. The information
contained herein is intended to be reviewed in its totality, and
any stipulations, conditions or provisos that apply to a given
piece of information in one part of this press release should be
read as applying mutatis mutandis to every other instance of such
information appearing herein.
Company Contact:Jaclyn JaffeFortress Biotech,
Inc.(781) 652-4500ir@fortressbiotech.com
Media Relations Contact:Tony Plohoros6
Degrees(908) 591-2839tplohoros@6degreespr.com
|
|
FORTRESS BIOTECH, INC. AND SUBSIDIARIES |
Unaudited Condensed Consolidated Balance
Sheets |
($ in thousands except for share and per share
amounts) |
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
2023 |
|
2022 |
|
|
|
|
|
ASSETS |
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
$ |
78,022 |
|
|
$ |
178,266 |
|
Accounts receivable, net |
|
16,737 |
|
|
|
28,208 |
|
Inventory |
|
12,166 |
|
|
|
14,159 |
|
Other receivables - related party |
|
273 |
|
|
|
138 |
|
Prepaid expenses and other current assets |
|
7,315 |
|
|
|
9,661 |
|
Restricted cash |
|
8,750 |
|
|
|
— |
|
Assets held for sale |
|
4,348 |
|
|
|
— |
|
Total current assets |
|
127,611 |
|
|
|
230,432 |
|
|
|
|
|
|
|
Property, plant and equipment,
net |
|
7,230 |
|
|
|
13,020 |
|
Operating lease right-of-use
asset, net |
|
17,951 |
|
|
|
19,991 |
|
Restricted cash |
|
2,438 |
|
|
|
2,688 |
|
Intangible asset, net |
|
21,916 |
|
|
|
27,197 |
|
Other assets |
|
3,573 |
|
|
|
973 |
|
Total
assets |
$ |
180,719 |
|
|
$ |
294,301 |
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Accounts payable and accrued expenses |
$ |
99,162 |
|
|
$ |
97,446 |
|
Common stock warrant liabilities |
|
9,971 |
|
|
|
13,869 |
|
Operating lease liabilities, short-term |
|
2,329 |
|
|
|
2,447 |
|
Partner company term loan, short-term, net |
|
9,942 |
|
|
|
— |
|
Partner company convertible preferred shares, short-term, net |
|
3,491 |
|
|
|
2,052 |
|
Partner company line of credit |
|
— |
|
|
|
2,948 |
|
Partner company installment payments - licenses, short-term,
net |
|
2,333 |
|
|
|
7,235 |
|
Other short-term liabilities |
|
1,355 |
|
|
|
1,718 |
|
Total current liabilities |
|
128,583 |
|
|
|
127,715 |
|
|
|
|
|
|
|
Notes payable, long-term,
net |
|
45,333 |
|
|
|
91,730 |
|
Operating lease liabilities,
long-term |
|
19,502 |
|
|
|
21,572 |
|
Partner company installment
payments - licenses, long-term, net |
|
1,490 |
|
|
|
1,412 |
|
Other long-term
liabilities |
|
1,754 |
|
|
|
1,847 |
|
Total
liabilities |
|
196,662 |
|
|
|
244,276 |
|
|
|
|
|
|
|
Commitments and
contingencies |
|
|
|
|
|
|
|
|
|
|
|
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, 2023 and
December 31, 2022, respectively, liquidation value of
$25.00 per share |
|
3 |
|
|
|
3 |
|
Common stock, $0.001 par
value, 200,000,000 shares authorized, 131,657,369 and 110,494,245
shares issued and outstanding as of June 30, 2023 and
December 31, 2022, respectively |
|
132 |
|
|
|
110 |
|
Common stock issuable, 39,595
and 0 shares as of June 30, 2023 and
December 31, 2022 |
|
23 |
|
|
|
— |
|
Additional
paid-in-capital |
|
698,897 |
|
|
|
675,841 |
|
Accumulated deficit |
|
(680,546 |
) |
|
|
(634,233 |
) |
Total stockholders' equity
attributed to the Company |
|
18,509 |
|
|
|
41,721 |
|
|
|
|
|
|
|
Non-controlling interests |
|
(34,452 |
) |
|
|
8,304 |
|
Total stockholders' equity
(deficit) |
|
(15,943 |
) |
|
|
50,025 |
|
Total liabilities and
stockholders' equity (deficit) |
$ |
180,719 |
|
|
$ |
294,301 |
|
|
FORTRESS BIOTECH, INC. AND SUBSIDIARIES |
Unaudited Condensed Consolidated Statements of
Operations |
($ in thousands except for share and per share
amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Revenue |
|
|
|
|
|
|
|
|
|
|
|
Product revenue, net |
$ |
16,961 |
|
|
$ |
18,235 |
|
|
$ |
29,126 |
|
|
$ |
39,031 |
|
Collaboration revenue |
|
183 |
|
|
|
577 |
|
|
|
364 |
|
|
|
1,154 |
|
Revenue - related party |
|
31 |
|
|
|
18 |
|
|
|
66 |
|
|
|
70 |
|
Other revenue |
|
211 |
|
|
|
56 |
|
|
|
259 |
|
|
|
2,556 |
|
Net revenue |
|
17,386 |
|
|
|
18,886 |
|
|
|
29,815 |
|
|
|
42,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses |
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold - product revenue |
|
7,767 |
|
|
|
7,633 |
|
|
|
14,216 |
|
|
|
15,836 |
|
Research and development |
|
32,139 |
|
|
|
33,130 |
|
|
|
67,415 |
|
|
|
69,852 |
|
Research and development - licenses acquired |
|
3 |
|
|
|
1 |
|
|
|
4,233 |
|
|
|
1 |
|
Selling, general and administrative |
|
24,439 |
|
|
|
29,048 |
|
|
|
49,780 |
|
|
|
55,318 |
|
Asset impairment |
|
3,143 |
|
|
|
— |
|
|
|
3,143 |
|
|
|
— |
|
Total operating expenses |
|
67,491 |
|
|
|
69,812 |
|
|
|
138,787 |
|
|
|
141,007 |
|
Loss from operations |
|
(50,105 |
) |
|
|
(50,926 |
) |
|
|
(108,972 |
) |
|
|
(98,196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
715 |
|
|
|
150 |
|
|
|
1,751 |
|
|
|
292 |
|
Interest expense and financing fee |
|
(6,425 |
) |
|
|
(3,154 |
) |
|
|
(10,721 |
) |
|
|
(5,504 |
) |
Change in fair value of warrant liabilities |
|
(512 |
) |
|
|
— |
|
|
|
6,166 |
|
|
|
— |
|
Loss from deconsolidation of Aevitas |
|
(3,369 |
) |
|
|
— |
|
|
|
(3,369 |
) |
|
|
— |
|
Other income |
|
395 |
|
|
|
— |
|
|
|
699 |
|
|
|
— |
|
Total other expense |
|
(9,196 |
) |
|
|
(3,004 |
) |
|
|
(5,474 |
) |
|
|
(5,212 |
) |
Net loss |
|
(59,301 |
) |
|
|
(53,930 |
) |
|
|
(114,446 |
) |
|
|
(103,408 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to
non-controlling interests |
|
34,525 |
|
|
|
32,574 |
|
|
|
68,133 |
|
|
|
66,292 |
|
Net loss attributable
to Fortress |
|
(24,776 |
) |
|
|
(21,356 |
) |
|
|
(46,313 |
) |
|
|
(37,116 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred A dividends declared
and paid |
|
(2,008 |
) |
|
|
(2,008 |
) |
|
|
(4,016 |
) |
|
|
(4,016 |
) |
Net loss attributable
to common stockholders |
$ |
(26,784 |
) |
|
$ |
(23,364 |
) |
|
$ |
(50,329 |
) |
|
$ |
(41,132 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share
attributable to common stockholders - basic and diluted |
$ |
(0.24 |
) |
|
$ |
(0.26 |
) |
|
$ |
(0.47 |
) |
|
$ |
(0.47 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding - basic and diluted |
|
110,659,985 |
|
|
|
88,743,457 |
|
|
|
106,297,241 |
|
|
|
87,593,952 |
|
1 The development programs depicted in this
press release include product candidates in development at
Fortress, at Fortress’ private subsidiaries (referred to herein as
“subsidiaries”), at Fortress’ public subsidiaries (referred to
herein as “partner companies”) and at entities with which one of
the foregoing parties has a significant business relationship, such
as an exclusive license or an ongoing product-related payment
obligation (such entities referred to herein as “partners”). The
words “we”, “us” and “our” may refer to Fortress individually, to
one or more of our subsidiaries and/or partner companies, or to all
such entities as a group, as dictated by context.2 Information on
clinicaltrials.gov does not constitute part of this release.3 M.
Zanovello et al., Unexpected frequency of the pathogenic ARCAG
repeat 2 expansion in the general population. Brain, in press
(2023).
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