Fortress Biotech, Inc.

To the Stockholders and the Board of Directors

Fortress Biotech, Inc.:

1 Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Fortress Biotech, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over the classification of warrants issued

As discussed in Notes 2, 9 and 13 to the consolidated financial statements, the Company issued warrants in 2024 in connection with certain equity offerings, private placements, and the New Oaktree Agreement (the 2024 warrants). These warrants were equity-classified and recorded as a component of additional paid-in capital at the time of issuance. As of December 31, 2024, the Company has $763.6 million of additional paid-in capital.

We identified the evaluation of the sufficiency of audit evidence over the classification of the 2024 warrants as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgement because of the volume of the 2024 warrants issued by the Company and certain of its partner companies. This included determining the 2024 warrants on which procedures were performed and the supervision and review of those procedures.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the classification of the 2024 warrants, including the determination of the 2024 warrants issued by the Company and certain of its partner companies on which procedures were to be performed. For a selection of the 2024 warrants, we evaluated the terms and conditions of the warrant agreements and assessed the appropriateness of management’s interpretation and application of the relevant accounting literature. We assessed the sufficiency of audit evidence obtained related to the classification of the 2024 warrants by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

We have served as the Company’s auditor since 2021.

New York, New York

March 31, 2025