Fortress Biotech, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Related Party Transactions - Additional Information (Detail)

Related Party Transactions - Additional Information (Detail) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Oct. 03, 2014

Nov. 30, 2017

Jul. 31, 2017

Jun. 30, 2017

Jun. 26, 2017

May 31, 2016

Oct. 31, 2015

May 31, 2015

Sep. 30, 2014

Jun. 30, 2018

Sep. 30, 2017

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2012

Jul. 02, 2018

Dec. 31, 2015

Costs and Expenses, Related Party

$ 0

Payments for Other Fees

$ 2,700,000

$ 100,000

Operating Leases, Rent Expense

$ 2,500,000

$ 55,000

$ 200,000

$ 100,000

Lease Sharing Agreements Contributions To Property Under Lease

121,000

163,000

Due from Related Parties, Current

12,000

$ 6,600

Debt Instrument, Face Amount

$ 900,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

125,000

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 8.50

Proceeds from Convertible Debt

$ 9,914,000

Payments of Financing Costs

$ 81,000

Class of Warrant or Right Exercise Price Description

the exercise price will be $75 million dollars divided by the total number of fully-diluted shares of Common Stock outstanding immediately prior to exercise of the warrant, giving effect to the assumed conversion of all options, warrants, and convertible securities of the Company .

Proceeds from Other Debt

21,707,000

$ 0

Noninterest Expense Transfer Agent and Custodian Fees

$ 1,700,000

Description Of Fee Paid

NSC received a fee of approximately $1.8 million, or 8% on the gross proceeds raised of $23.0 million.

Debt Instrument, Interest Rate, Stated Percentage

17.00%

National Holdings Corporation [Member]

Business Acquisition, Percentage of Voting Interests Acquired

32.10%

NSC Note [Member]

Payments for Rent

$ 2,800,000

Percentage Of Placement Agent Fee

10.00%

Warrant on Sale Price of Note Percentage

10.00%

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

716,180

NSC Note [Member] | Maximum [Member]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 4.75

NSC Note [Member] | Minimum [Member]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 3.61

Opus Credit Facility [Member]

Payments of Loan Costs

$ 300,000

$ 1,100,000

Debt Instrument, Interest Rate, Stated Percentage

^[1]

12.00%

Caelum Convertible Notes [Member]

Payments for Other Fees

$ 1,000,000

Debt Instrument, Face Amount

$ 10,000,000

Proceeds from Convertible Debt

$ 9,900,000

Debt Instrument Issuance Percentage of Commission

10.00%

Payments of Financing Costs

$ 1,000,000

Class of Warrant or Right Percentage Securities Called by Warrants or Rights

10.00%

Class Of Warrant Or Right Exercise Price Percentage Of Warrants Or Rights

110.00%

Class of Warrant or Right Exercise Price Description

Chief Executive Officer [Member]

Interest own in percent by principal stockholder or director

13.00%

Chord Advisors, LLC [Member]

$ 10,000

Chief Executive Officer And Executive Vice President [Member]

Bonuses Paid To Related Party

$ 500,000

TG Therapeutics, Inc [Member]

Payments for Rent

$ 54,000

$ 24,000

Percentage of Rentable Area

45.00%

40.00%

Operating Leases, Rent Expense

$ 1,100,000

Due from Related Parties, Current

1,000,000

$ 47,000

TG Therapeutics, Inc [Member] | Opus Credit Facility [Member]

Due from Related Parties, Current

1,000,000

Checkpoint [Member] | Chord Advisors, LLC [Member]

$ 50,000

65,000

Founders Agreement [Member]

Agreement Description Term

he Company has entered into Founders Agreements with each of the Fortress Companies listed in the table below. Pursuant to each Founders Agreement, in exchange for the time and capital expended in the formation of each Fortress Company and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, the Company will loan each such Fortress Company an amount representing the up-front fee required to acquire assets. Each Founders Agreement has a term of 15 years, which upon expiration automatically renews for successive one-year periods unless terminated by the Company or a Change in Control (as defined in the Founders Agreement) occurs. In connection with each Founders Agreement the Company receives 250,000 Class A Preferred shares (except for that with Checkpoint, in which the Company holds Class A Common Stock). The Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is identical to common stock other than as to voting rights, conversion rights and the PIK Dividend right (as described below). Each share of Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is entitled to vote the number of votes that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the shares of outstanding common stock and (B) the whole shares of common stock into which the shares of outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) are convertible and the denominator of which is the number of shares of outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint). Thus, the Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) will at all times constitute a voting majority. Each share of Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is convertible, at the holder's option, into one fully paid and nonassessable share of common stock of such Fortress Company, subject to certain adjustments. The holders of Class A Preferred Stock (and the Class A Common Stock with respect to Checkpoint), as a class, are entitled receive on each effective date or "Trigger Date" defined as the date that the Company first acquired, whether by license or otherwise, ownership rights to a product) of each agreement (each a "PIK Dividend Payment Date") until the date all outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of common stock ("PIK Dividends") such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of such Fortress Company's fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. The Company has reached agreements with several of the Fortress Companies to change the PIK Dividend Interest Payment Date to January 1 of each year - a change that has not and will not result in the issuance of any additional Fortress Company common stock beyond that amount to which the Company would otherwise be entitled absent such change(s). The Company owns 100% of the Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) of each Fortress Company that has a Founders Agreement with the Company. As additional consideration under the Founders Agreement, each Fortress Company with which the Company has entered into a Founders Agreement will also: (i) pay an equity fee in shares of the common stock of such Fortress Company, payable within five (5) business days of the closing of any equity or debt financing for each Fortress Company or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when the Company no longer has majority voting control in such Fortress Company's voting equity, equal to two and one-half (2.5%) of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to four and one-half percent (4.5%) of such Fortress Company's annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a Change in Control, each such Fortress Company will pay a one-time change in control fee equal to five (5x) times the product of (A) net sales for the twelve (12) months immediately preceding the change in control and (B) four and one-half percent (4.5%).

Founders Agreement [Member] | Caelum Convertible Notes [Member]