| Schedule of effective date and PIK dividend or equity fee payable |
The Company has entered into Founders Agreements and, in some cases, Exchange Agreements with certain of its subsidiaries as described in the Company's Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes, by partner company, the effective date of the Founders Agreements and 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:
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PIK Dividend as |
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a % of fully |
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diluted |
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outstanding |
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Class of Stock |
Fortress Partner Company |
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Effective Date 1 |
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capitalization |
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Issued |
Helocyte |
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March 20, 2015 |
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2.5 |
% |
Common Stock |
Avenue |
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February 17, 2015 |
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0.0 |
%2 |
Common Stock |
Mustang |
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March 13, 2015 |
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2.5 |
% |
Common Stock |
Checkpoint |
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March 17, 2015 |
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0.0 |
%3 |
Common Stock |
Cellvation |
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October 31, 2016 |
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2.5 |
% |
Common Stock |
Caelum |
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January 1, 2017 |
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0.0 |
%4 |
Common Stock |
Baergic |
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December 17, 20195 |
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2.5 |
% |
Common Stock |
Cyprium |
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March 13, 2017 |
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2.5 |
% |
Common Stock |
Aevitas |
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July 28, 2017 |
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2.5 |
% |
Common Stock |
Oncogenuity |
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April 22, 2020 5 |
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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: |
Concurrently with the execution and delivery of the Stock Purchase and Merger Agreement (“Avenue SPMA”) entered into between, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “ SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the Avenue SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the Avenue SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. |
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: |
Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of the DOSPA between Caelum and Alexion (See Note 4). |
Note 5: |
Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. |
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| Schedule of effective date and annual consulting fee payable by the subsidiary to the Company |
The Company has entered in Management Services Agreements (the “MSAs”) with certain of its partner companies as described in the Company’s Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The following table summarizes the effective date of the MSA and the annual consulting fee payable by the partner company to the Company in quarterly installments:
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Annual MSA Fee |
Fortress partner company |
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Effective Date |
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(Income)/Expense |
Helocyte |
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March 20, 2015 |
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$ |
500 |
Avenue 1 |
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February 17, 2015 |
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— |
Mustang |
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March 13, 2015 |
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500 |
Checkpoint |
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March 17, 2015 |
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500 |
Cellvation |
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October 31, 2016 |
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500 |
Baergic |
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March 9, 2017 |
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500 |
Cyprium |
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March 13, 2017 |
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500 |
Aevitas |
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July 28, 2017 |
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500 |
Oncogenuity |
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February 10, 2017 |
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500 |
Fortress |
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(4,000) |
Consolidated (Income)/Expense |
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$ |
— |
Note 1: |
Concurrently with the execution and delivery of the Avenue SPMA entered into among, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the Avenue SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the Avenue SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. (See Note 4). |
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