19. Subsequent Events

Journey

​

On November 4, 2024, Journey announced that the FDA approved Emrosi™ (Minocycline Hydrochloride Extended Release Capsules, 40mg) for the treatment of inflammatory lesions of rosacea in adults. Journey is completing the manufacturing of Emrosi for the U.S. market and anticipates initial supply will be available in the late first quarter or early second quarter of 2025.

​

The approval of Emrosi is supported by positive data from Journey’s two Phase 3 clinical trials for the treatment of rosacea. The Phase 3 clinical trials met all co-primary and secondary endpoints, and subjects completed the 16-week treatment with no significant safety issues. Emrosi demonstrated statistically significant superiority over both the current standard-of-care treatment, Oracea® 40mg capsules, and placebo for Investigator’s Global Assessment treatment success as well as the reduction in total inflammatory lesion count in both studies.

​

The approval of Emrosi by the FDA triggered Journey’s requirement to draw on the remaining $5.0 million under the Credit Facility with SWK. The FDA approval also triggered a $15.0 million milestone payment obligation to DRL that is due 30 days after the FDA approval.

Checkpoint

On November 12, 2024, Checkpoint received approximately $9.2 million from the exercise of existing Series B warrants for the issuance of 3,256,269 shares of common stock from a May 2023 registered direct offering with an exercise price of $2.821 per share.

​

Mustang Warrant Inducement and Private Placement

In October 2024, Mustang entered into a definitive agreement for the exercise of certain existing warrants to purchase an aggregate of 16,877,638 shares of its common stock having an exercise price of $0.237 per share, originally issued in May 2024. The issuance or resale of the shares of common stock issuable upon exercise of the existing warrants are registered pursuant to an effective registration statement filed by Mustang on Form S-1 (File No. 333-278006). The gross proceeds to Mustang from the exercise of the existing warrants are expected to be approximately $4 million, prior to deducting placement agent fees and offering expenses payable by Mustang.

In consideration for the immediate exercise of the existing warrants for cash, Mustang issued two new series of unregistered warrants to purchase up to an aggregate of 33,755,276 shares of common stock. The new warrants will have an exercise price of $0.27 per share and will be exercisable commencing on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the new warrants (the “Stockholder Approval”). One of the new warrants to purchase 16,877,638 shares of common stock will have a term of five years from the Stockholder Approval, and the other new series of warrants to purchase 16,877,638 shares of common stock will have a term of twelve months from the Stockholder Approval.

​