Full Press Release Details
Fortress Biotech Reports First Quarter
2016 Financial Results and Recent Corporate Highlights
New York, NY - May 10, 2016
- Fortress Biotech, Inc. (NASDAQ: FBIO) ("Fortress"), a biopharmaceutical company dedicated to acquiring, developing
and commercializing novel pharmaceutical and biotechnology products, today announced its financial results and recent corporate
highlights for the quarter ended March 31, 2016.
Dr. Lindsay A. Rosenwald, Chairman, President
and CEO of Fortress, said, "This year, we have continued to build our portfolio of products under development and Journey
Medical Corporation's roster of marketed products. We have also made significant progress advancing the pipeline of many
of our other Fortress Companies, including Mustang Bio, which presented positive initial Phase I data on its CAR-T therapy MB-101
for the treatment of glioblastoma at the American Society of Gene and Cell Therapy 19th Annual Meeting. In addition,
we are excited to possibly bring National Holdings Corporation under the Fortress umbrella with the goal of building a world-class
biotech and life sciences investment banking operations franchise. In 2016, we plan to continue to seek business development opportunities
for Fortress and our Fortress Companies, as we expand our therapeutic focus and advance multiple milestones in our robust pipeline.
We look forward to another transformative year in support of our mission of rapidly advancing meaningful treatments to people in
Recent Corporate Highlights:
Avenue Therapeutics, Inc.
Checkpoint Therapeutics, Inc.
FBIO Acquisition, Inc.
Journey Medical Corporation (JMC)
About Fortress Biotech
Fortress Biotech, Inc. ("Fortress"
or "the Company") is a biopharmaceutical company dedicated to acquiring, developing and commercializing novel pharmaceutical
and biotechnology products. Fortress plans to develop and commercialize products both within Fortress and through subsidiary companies,
also known as Fortress Companies. In addition to its internal development programs, the Company will leverage its biopharmaceutical
business expertise and drug development capabilities to help the Fortress Companies achieve their goals. Additionally, the
Company will provide funding and management services to each of the Fortress Companies and, from time to time, the Company and
the Fortress Companies will seek licensing, acquisitions, partnerships, joint ventures and/or public and private financings to
accelerate and provide additional funding to support their research and development programs. For more information, visit www.fortressbiotech.com.
Important Additional Information
The tender offer by FBIO Acquisition, Inc.
for shares of NHLD described in this press release has not yet commenced, and this press release is neither an offer to purchase
nor a solicitation of an offer to sell securities. At the time the offer is commenced, Fortress will file a tender offer statement
on Schedule TO, including an offer to purchase, a letter of transmittal and related documents with the Securities and Exchange
Commission (the "Commission"), and NHLD will file a solicitation/recommendation statement on Schedule 14D-9 with respect
to the offer with the Commission. The offer to purchase the NHLD shares will only be made pursuant to the offer to purchase, the
letter of transmittal and related documents filed as a part of the Schedule TO. SECURITY HOLDERS AND OTHER INVESTORS ARE URGED
TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The offer to purchase, the related letter of transmittal and certain other
offer documents, as well as the solicitation/recommendation statement, will be made available to investors and security holders
at no expense to them. The tender offer statement and the solicitation/recommendation statement will be made available for free
at the Commission's web site at www.sec.gov. Free copies of these materials and certain other offering documents will be
made available by the information agent for the offer.
In addition to the tender offer statement,
Fortress files annual, quarterly and special reports, proxy statements and other information with the Commission. You may read
and copy any reports, statements or other information filed by Fortress at the SEC Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Fortress'
filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained
by the Commission at www.sec.gov.
Forward-Looking Statements
This 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. Such statements include, but are not limited to, any statements relating to our growth strategy, potential acquisitions,
product development programs 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 are: risks
related to our growth strategy; our ability to identify, acquire, close and integrate product candidates and companies successfully
and on a timely basis; our need for substantial additional funds; our ability to obtain, perform under and maintain financing and
strategic agreements and relationships; risks relating to the results of research and development activities; uncertainties relating
to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate, and retain key
personnel; the early stage of products under development; government regulation; patent and intellectual property matters; competition;
risks associated with the proposed transaction with NHLD, including (i) the occurrence of any event, change or other circumstance
that could give rise to the termination of the agreement and plan of merger; (ii) successful completion of the proposed transaction
on a timely basis; (iii) uncertainties as to how many of the holders of NHLD shares will tender their shares into the tender offer;
(iv) the impact of regulatory reviews on the proposed transaction; (v) the outcome of any legal proceedings that may be instituted
against one or both of Fortress and NHLD and others following the announcement of the agreement and plan of merger; and (vi) risks
that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result
of the transaction; as well as other risks described in our filings with the Commission. 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 required
Lucy Lu, MD, Executive Vice President & Chief Financial
Fortress Biotech, Inc.
781-652-4500; ir@fortressbiotech.com
FORTRESS BIOTECH, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
($ in thousands except for share and
| March 31, | December 31, | |||||||
| 2016 | 2015 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 81,415 | $ | 98,182 | ||||
| Other receivables - related party | 1,314 | 156 | ||||||
| Prepaid expenses and other current assets | 1,607 | 1,441 | ||||||
| Total current assets | 84,336 | 99,779 | ||||||
| Property and equipment, net | 2,598 | 309 | ||||||
| Restricted cash | 14,586 | 14,586 | ||||||
| Long-term investments, at fair value | 1,567 | 2,485 | ||||||
| Intangible asset - license | 1,450 | 1,250 | ||||||
| Other assets | 376 | 201 | ||||||
| Total assets | $ | 104,913 | $ | 118,610 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 2,348 | $ | 1,868 | ||||
| Accrued expenses | 8,259 | 8,570 | ||||||
| Interest payable | 27 | 27 | ||||||
| Derivative warrant liability | 203 | 114 | ||||||
| Total current liabilities | 10,837 | 10,579 | ||||||
| Notes payable, long-term (net of debt discount of $466 and $835 at March 31, 2016 and December 31, 2015, respectively) | 20,751 | 23,174 | ||||||
| Other long-term liabilities | 2,416 | 584 | ||||||
| Total liabilities | 34,004 | 34,337 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' equity | ||||||||
| Convertible Preferred stock, $.001 par value, 129,767 Series C shares authorized, 0 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | - | - | ||||||
| Common Stock, $.001 par value, 100,000,000 shares authorized, 48,517,449 and 47,147,032 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 49 | 47 | ||||||
| Additional paid-in-capital | 246,877 | 246,955 | ||||||
| Accumulated deficit | (202,361 | ) | (190,156 | ) | ||||
| Total stockholders' equity attributed to the Company | 44,565 | 56,846 | ||||||
| Non-controlling interests | 26,344 | 27,427 | ||||||
| Total stockholders' equity | 70,909 | 84,273 | ||||||
| Total liabilities and stockholders' equity | $ | 104,913 | $ | 118,610 |
FORTRESS BIOTECH, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Operations
($ in thousands except for share and
| For the Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| Revenue | $ | 383 | $ | - | ||||
| Revenue - from a related party | 277 | 500 | ||||||
| Total revenue | 660 | 500 | ||||||
| Operating expenses | ||||||||
| Research and development | 7,736 | 1,642 | ||||||
| Research and development - licenses acquired | 83 | 7,439 | ||||||
| General and administrative | 7,932 | 3,490 | ||||||
| Total operating expenses | 15,751 | 12,571 | ||||||
| Loss from operations | (15,091 | ) | (12,071 | ) | ||||
| Other income (expenses) | ||||||||
| Interest income | 75 | 82 | ||||||
| Interest expense | (620 | ) | (331 | ) | ||||
| Change in fair value of subsidiary's warrant liabilities | (89 | ) | - | |||||
| Change in fair value of investments | (918 | ) | (215 | ) | ||||
| Total other income (expenses) | (1,552 | ) | (464 | ) | ||||
| Net loss | (16,643 | ) | (12,535 | ) | ||||
| Less: net loss attributable to non-controlling interests | 4,438 | 479 | ||||||
| Net loss attributable to common stockholders | $ | (12,205 | ) | $ | (12,056 | ) | ||
| Basic and diluted net loss per common share | $ | (0.31 | ) | $ | (0.31 | ) | ||
| Weighted average common shares outstanding-basic and diluted | 39,658,188 | 38,574,702 |