Skip to main content

Fortress Biotech, Inc.

For the period ended Jun 30, 2025. Filed Aug 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 14, 2025

FBIO$1.85+0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001558370-25-007898

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001558370-25-011570

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 88 previous paragraphs and 119 current paragraphs.

61 unchanged; 23 reworded; 26 added; 4 removed; 0 previous and 9 current paragraphs rearranged.

Tables are not compared: 61 previous and 82 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

Note 2: Checkpoint expenses are for the two-month period ending May 30, 2025, due to the deconsolidation of Checkpoint on May 30, 2025 related to the Sun Pharma transaction (see Note 3 to the unaudited condensed consolidated financial statements).

Current report

The decrease in R&D spending of $4.5 million, or 36%, for the quarter ended June 30, 2025 as compared to the quarter ended June 30, 2024 is primarily a result of the decreased R&D spend at Mustang, which decreased $4.3 million as a result of actions taken in 2024, including Mustang’s reduction in workforce, closing the MB-106 clinical trial, and the termination of its transaction with uBriGene (Boston) Biosciences, Inc (“uBriGene”). These activities resulted in decreased expenses of $3.2 million related to the termination of the transaction with uBriGene and the repurchase of the assets, a $0.6 million decrease in expenses related to outside services, a $0.5 million reduction in clinical trial and sponsored research related costs, a $0.3 million decrease in depreciation expense, a $0.2 million decrease in consulting and other expenses, offset by a $0.5 million increase in personal related costs due to stock compensation expense credits due to the April 2024 reduction in workforce. Avenue’s decrease in R&D expense of $1.2 million in the quarter ended June 30, 2025 is primarily attributable to a decrease in pre-clinical and clinical development costs for AJ201, prior to its sale to AnnJi, and a $0.1 million decrease in personnel-related costs, including salaries, benefits and stock-based compensation. Journey’s decrease of $0.9 million is due to costs incurred in the quarter ended June 30, 2024 related to the launch and commercialization of Emrosi. Checkpoint’s increased R&D expense of $2.5 million is attributable to increased stock compensation expense of $3.5 million related to the vesting of all outstanding equity awards due to the change of control that occurred with the sale to Sun Pharma, offset by a decrease of $0.4 million in personnel-related expenses and $0.3 million of consulting expenses. The decrease in R&D spend at Fortress and the private subsidiaries of $0.7 million is primarily attributed to the decreased spend at Urica due to the sale of the dotinurad program to Crystalys in July 2024.

Current report

Note 2: Checkpoint expenses are for the two-month period ending May 30, 2025, due to the deconsolidation of Checkpoint on May 30, 2025 related to the Sun Pharma transaction (see Note 3 to the unaudited condensed consolidated financial statements).

Current report

The increase in stock-based compensation of $4.1 million, or 681%, in the quarter ended June 30, 2025 as compared to the quarter ended June 30, 2024 is primarily due to the increase at Checkpoint of $3.5 million, which is attributable to the vesting of all outstanding equity awards related to the change of control that occurred with the sale to Sun Pharma. The credit of $0.7 million recognized by Mustang in the quarter ended June 30, 2024 reflects forfeitures of equity grants and the reversal of previously incurred stock-based compensation related to the April 2024 reduction in workforce.

Current report

Note 2: Checkpoint expenses are for the two-month period ending May 30, 2025, due to the deconsolidation of Checkpoint on May 30, 2025 related to the Sun Pharma transaction (see Note 3 to the unaudited condensed consolidated financial statements).

Current report

For the three months ended June 30, 2025, the increase in selling, general and administrative expenses of $17.9 million, or 86%, is primarily attributable to an increase of $17.7 million at Checkpoint due to primarily to increased stock compensation expense of $7.5 million related to the vesting of all outstanding equity awards due to the change of control that occurred with the sale to Sun Pharma, an increase in legal and accounting fees of $2.4 million and an increase of $8.0 million in other costs, including costs related to the transaction with Sun Pharma, such as fees to financial advisors. The increase at Journey of $1.6 million is due to the costs incurred related to the launch and commercialization of Emrosi.

Current report

Note 2: Checkpoint expenses are for the two-month period ending May 30, 2025, due to the deconsolidation of Checkpoint on May 30, 2025 related to the Sun Pharma transaction (see Note 3 to the unaudited condensed consolidated financial statements).

Current report

The increase in stock-based compensation of $7.7 million, or 174%, for the quarter ended June 30, 2025 as compared to the quarter ended June 30, 2024 is primarily due to the increase at Checkpoint of $7.5 million due to the vesting of all outstanding equity awards related to the change of control that occurred with the sale to Sun Pharma.

Current report

Total other income (expense) increased $25.9 million, or 2,496%, from expense of $1.0 million for the quarter ended June 30, 2024 to income of $24.8 million for the quarter ended June 30, 2025. As a result of the merger of Checkpoint with Sun Pharma, we deconsolidated Checkpoint in May 2025, and recognized a gain from deconsolidation of approximately $27.1 million during the three months ended June 30, 2025 (see Note 3 to the unaudited condensed consolidated financial statements).

Current report

We incurred $9.7 million and $11.7 million of costs of goods sold in connection with the sale of Journey’s branded and generic products for the six months ended June 30, 2025 and 2024, respectively. Cost of goods sold decreased by $2.0 million, or 17% year-over-year, related to product sales mix, driven mainly by the decrease in Accutane revenue, which has a higher cost to Journey than Emrosi, as well as lower inventory obsolescence costs in the six month period ended June 30, 2025.

Current report

Note 2: Checkpoint expenses are for the five-month period ending May 30, 2025, due to the deconsolidation of Checkpoint on May 30, 2025 related to the Sun Pharma transaction (see Note 3 to the unaudited condensed consolidated financial statements).

Current report

Note 2: Checkpoint expenses are for the five-month period ending May 30, 2025, due to the deconsolidation of Checkpoint on May 30, 2025 related to the Sun Pharma transaction (see Note 3 to the unaudited condensed consolidated financial statements).

Current report

The increase in stock-based compensation of $4.4 million, or 253%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 is primarily attributed to the increase at Checkpoint of $3.7 million due to the vesting of all outstanding equity awards from the change of control that occurred with the sale to Sun Pharma. Stock compensation expense at Mustang reflects the expense credits due to forfeited grants from the reduction in workforce that occurred in April 2024.

Current report

Note 2: Checkpoint expenses are for the five-month period ending May 30, 2025, due to the deconsolidation of Checkpoint on May 30, 2025 related to the Sun Pharma transaction (see Note 3 to the unaudited condensed consolidated financial statements).

Current report

Note 2: Checkpoint expenses are for the five-month period ending May 30, 2025, due to the deconsolidation of Checkpoint on May 30, 2025 related to the Sun Pharma transaction (see Note 3 to the unaudited condensed consolidated financial statements).

Current report

The increase in stock-based compensation of $8.9 million, or 109%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 is primarily attributed to the increase at Checkpoint of $8.5 million due to the vesting of all outstanding equity awards from the change of control that occurred with the sale to Sun Pharma. The increase at Fortress of $0.5 million is due to expense related to new grants to employees in the six months ended June 30, 2025.

Current report

Total other income (expense) increased $25.9 million, or 742%, from expense of $3.5 million for the six months ended June 30, 2024 to income of $22.4 million for the six months ended June 30, 2025. As a result of the merger of Checkpoint with Sun Pharma, we deconsolidated Checkpoint in May 2025, and recognized a gain from deconsolidation of approximately $27.1 million during the six months ended June 30, 2025 (see Note 3 to the unaudited condensed consolidated financial statements), offset by interest expense and financing fee expenses related to Fortress’ debt outstanding with Oaktree and Journey’s debt outstanding with SWK. The $0.6 million increase in interest expense and financing fees is due to the supplemental payment made to Oaktree related to the Checkpoint monetization event (see Note 9 to the unaudited condensed consolidated financial statements).

Current report

In April 2025, Checkpoint received approximately $9.2 million from the exercise of warrants for the issuance of 3,256,269 shares of common stock with an average exercise price of $2.82 per share.

Current report

In July 2025, certain investors from Mustang’s February 2025 equity offering exercised outstanding pre-funded and Series C-2 warrants resulting in Mustang issuing approximately 2.9 million shares of its common stock and receiving proceeds of approximately $7.1 million.

Current report

Note 2: Checkpoint cash flows are for the five-month period ending May 30, 2025, due to the deconsolidation of Checkpoint on May 30, 2025 related to the Sun Pharma transaction (see Note 3 to the unaudited condensed consolidated financial statements).
Removed paragraphs (4)

Previous report

Note 1: Includes Fortress and private subsidiaries primarily funded by Fortress: Cellvation, Cyprium, Helocyte, Oncogenuity and Urica.

Previous report

Note 1: Includes Fortress and private subsidiaries primarily funded by Fortress: Cellvation, Cyprium, Helocyte, Oncogenuity and Urica.

Previous report

Total other income (expense) decreased $0.1 million, or 3%, from expense of $2.5 million for the quarter ended March 31, 2024 to expense of $2.4 million for the quarter ended March 31, 2025, primarily due to the decrease in the loss on common stock warrant liabilities of $0.6 million, partially offset by the decrease in interest income of $0.3 million and an increase in interest expense and financing fees of $0.2 million.

Previous report

In March 2023, Checkpoint filed a registration statement on Form S-3 (File No. 333-270843), which was declared effective May 5, 2023 (the “Checkpoint 2023 S-3”). Under the Checkpoint 2023 S-3, Checkpoint may sell up to a total of $150 million of its securities. As of March 31, 2025, approximately $65.7 million of the securities remain available for sale through the Checkpoint 2023 S-3.
Reworded paragraphs (23)

Previous wording

Fortress Biotech, Inc. (“Fortress” or the “Company”) is a biopharmaceutical company focused on acquiring and advancing assets to enhance long-term value for shareholders through product revenue, equity holding and dividend and royalty revenue streams. Fortress works in concert with its extensive network of key opinion leaders to identify and evaluate promising products and product candidates for potential acquisition. We have executed such arrangements in partnership with some of the world’s foremost universities, research institutes and pharmaceutical companies, including City of Hope National Medical Center (“COH” or “City of Hope”), Fred Hutchinson Cancer Center, Dana-Farber Cancer Institute, Nationwide Children’s Hospital, Columbia University, the University of Pennsylvania, AstraZeneca plc and Dr. Reddy’s Laboratories, Ltd.

Current wording

Fortress Biotech, Inc. (“Fortress” or the “Company”) is a biopharmaceutical company focused on acquiring and advancing assets to enhance long-term value for shareholders through product revenue, equity holding and dividend and royalty revenue streams. Fortress works in concert with its extensive network of key opinion leaders to identify and evaluate promising products and product candidates for potential acquisition. We have executed such arrangements in partnership with some of the world’s foremost universities, research institutes and pharmaceutical companies, including City of Hope National Medical Center (“COH” or “City of Hope”), Fred Hutchinson Cancer Center, Dana-Farber Cancer Institute, Nationwide Children’s Hospital, Columbia University, the University of Pennsylvania, AstraZeneca plc, Dr. Reddy’s Laboratories, Ltd., and Sun Pharmaceutical Industries Limited (“Sun Pharma”).

Previous wording

Following the exclusive license or other acquisition of the intellectual property underpinning a product or product candidate, Fortress leverages its business, scientific, regulatory, legal and finance expertise to help its subsidiaries and partner companies achieve their goals. Partner and subsidiary companies then assess a broad range of strategic arrangements to accelerate and provide additional funding to support research and development, including joint ventures, partnerships, out-licensings, sales transactions, and public and private financings. To date, four partner companies are publicly-traded, and three subsidiaries have consummated strategic partnerships with industry leaders, including AstraZeneca plc as successor-in-interest to Alexion Pharmaceuticals, Inc. (“AstraZeneca”) and Sentynl Therapeutics, Inc. (“Sentynl”).

Current wording

Following the exclusive license or other acquisition of the intellectual property underpinning a product or product candidate, Fortress leverages its business, scientific, regulatory, legal and finance expertise to help its subsidiaries and partner companies achieve their goals. Partner and subsidiary companies then assess a broad range of strategic arrangements to accelerate and provide additional funding to support research and development, including joint ventures, partnerships, out-licensings, sales transactions, and public and private financings. To date, three partner companies are publicly-traded, and four subsidiaries have consummated strategic partnerships with industry leaders, including AstraZeneca plc as successor-in-interest to Alexion Pharmaceuticals, Inc. (“AstraZeneca”), Sentynl Therapeutics, Inc. (“Sentynl”), and Sun Pharma.

Previous wording

Our subsidiaries and partner companies that are pursuing development and/or commercialization of biopharmaceutical products and product candidates are: Checkpoint Therapeutics, Inc. (Nasdaq: CKPT, “Checkpoint”), Journey Medical Corporation (Nasdaq: DERM, “Journey” or “JMC”), Mustang Bio, Inc. (Nasdaq: MBIO, “Mustang”), Avenue Therapeutics, Inc. (OTC: ATXI, “Avenue”), Baergic Bio, Inc. (“Baergic,” a subsidiary of Avenue), Cellvation, Inc. (“Cellvation”), Cyprium Therapeutics, Inc. (“Cyprium”), Helocyte, Inc. (“Helocyte”), Oncogenuity, Inc. (“Oncogenuity”) and Urica Therapeutics, Inc. (“Urica”).

Current wording

Our subsidiaries and partner companies that are pursuing development and/or commercialization of biopharmaceutical products and product candidates are: Journey Medical Corporation (Nasdaq: DERM, “Journey” or “JMC”), Mustang Bio, Inc. (Nasdaq: MBIO, “Mustang”), Avenue Therapeutics, Inc. (OTC: ATXI, “Avenue”), Baergic Bio, Inc. (“Baergic,” a subsidiary of Avenue), Cellvation, Inc. (“Cellvation”), Cyprium Therapeutics, Inc. (“Cyprium”), Helocyte, Inc. (“Helocyte”), Oncogenuity, Inc. (“Oncogenuity”) and Urica Therapeutics, Inc. (“Urica”). Checkpoint Therapeutics, Inc. (“Checkpoint”), previously a partner company of ours, was acquired by Sun Pharma in May 2025.

Previous wording

For the three months ended March 31, 2025 we generated $13.1 million of net revenue related to the sale of Journey’s branded and generic products as compared to $13.0 million for the three months ended March 31, 2024. The first quarter of 2025 includes $2.0 million of net product revenue related to the U.S. commercial launch of Emrosi, offset by a decrease in Accutane revenue as a result of lower sales volume driven by recent market competition.

Current wording

For the three months ended June 30, 2025 we generated $15.0 million of net product revenue related to the sale of Journey’s branded and generic products as compared to $14.9 million for the three months ended June 30, 2024. The second quarter of 2025 includes $2.8 million of net product revenue related to the U.S. commercial launch of Emrosi, offset by a decrease in Accutane revenue as a result of lower sales volume driven by recent market competition. Other revenue for the three months ended June 30, 2025 consists of revenue recognized by Avenue related to the AnnJi license termination and program transfer.

Previous wording

We incurred $4.8 million and $6.0 million of costs of goods sold in connection with the sale of Journey’s branded and generic products for the quarters ended March 31, 2025 and 2024, respectively. Cost of goods sold decreased by $1.2 million, or 20% quarter-over-quarter, related to product sales mix, driven mainly by the decrease in Accutane revenue.

Current wording

We incurred $4.9 million and $5.7 million of costs of goods sold in connection with the sale of Journey’s branded and generic products for the quarters ended June 30, 2025 and 2024, respectively. Cost of goods sold decreased by $0.8 million, or 14% quarter-over-quarter, related to product sales mix, driven mainly by the decrease in Accutane revenue, which has a higher cost to Journey than Emrosi.

Previous wording

The decrease in R&D spending at Mustang of $4.8 million is primarily attributed to actions taken in 2024, including Mustang’s reduction in workforce, closing the MB-106 clinical trial, and the termination of their transaction with uBriGene (Boston) Biosciences, Inc. These activities resulted in decreased expenses of $0.6 million for personnel related costs, a $1.7 million reduction in clinical trial related costs, a $1.3 million decrease in expenses related to outside services, a $0.7 million decrease in consulting expenses, and a $0.4 million gain on the termination of the lease on its manufacturing facility. Journey’s decrease of $7.8 million is primarily driven by lower Emrosi costs related to pre-approval expenses, milestones and fees. Avenue’s decrease in R&D expense of $2.0 million in the quarter ended March 31, 2025 is primarily attributable to a decrease in pre-clinical and clinical development costs for AJ201, prior to its sale to AnnJi, and a $0.1 million decrease in IV tramadol supply costs. Checkpoint’s decreased R&D expense of $4.7 million is due to decreased manufacturing-related costs for cosibelimab of $4.0 million, and a $0.7 million decrease in clinical costs for product candidates, primarily the CK-301-101 study.

Current wording

For the six months ended June 30, 2025, the decrease in R&D expenses of $25.4 million, or 68%, is attributable to a decrease of $9.0 million at Mustang attributed to actions taken in 2024, including the reduction in the workforce, closing the MB-106 clinical trial, and the termination of Mustang’s transaction with uBriGene. These activities resulted in decreased expenses of $3.2 million related to the termination of the transaction with uBriGene and the repurchase of the assets, a $2.2 million decrease in expenses related to outside services, a $1.9 million reduction in clinical trial related costs, a $1.0 million decrease in sponsored research and license related expenses, offset slightly by a $1.4 million increase in personnel-related costs due to stock compensation expense credits and reversal of accrued bonus due to the April 2024 reduction in workforce. Journey R&D expense decreased $8.8 million due to the Emrosi pre-approval expenses, milestones and fees incurred in the six months ended June 30, 2024. R&D expense at Avenue decreased $3.1 million due to a $2.9 million decrease in pre-clinical and clinical development costs for AJ201 prior to its sale to AnnJi, a $1.0 million decrease in IV tramadol supply costs, and a $0.1 million decrease in personnel-related costs. R&D expense at Checkpoint decreased $2.2 million due to decreased product development and clinical trial costs of $4.7 million, primarily for cosibelimab, offset by the $3.7 million increase in stock compensation costs due to the vesting of all outstanding equity awards from the change of control that occurred with the sale to Sun Pharma. The decrease at Fortress of R&D expenses of $2.3 million is primarily related to the transition of the dotinurad development program at Urica to Crystalys in July 2024.

Previous wording

For the three months ended March 31, 2025, the increase in selling, general and administrative expenses of $7.7 million, or 43%, is primarily attributable to an increase of $4.9 million at Checkpoint due to primarily to an increase in legal and accounting fees of $2.5 million and an increase of $1.5 million for costs related to the pending transaction with Sun Pharma, including fees to financial advisors, and an increase in stock-based compensation of $1.1 million, and to an increase of $2.1 million at Journey due to incremental operating activities related to the launch and commercialization of Emrosi.

Current wording

For the six months ended June 30, 2025, the increase in selling, general and administrative expenses of $25.6 million, or 66%, is primarily attributable to an increase of $22.6 million at Checkpoint due to primarily to an increase in increased stock compensation expense of $8.5 million related to the vesting of all outstanding equity awards due to the change of control that occurred with the sale to Sun Pharma, an increase in legal and accounting fees of $4.9 million and an increase of $9.7 million in other costs, including costs related to the transaction with Sun Pharma, such as fees to financial advisors. The increase at Journey of $3.8 million is due to the costs incurred related to the launch and commercialization of Emrosi.

Previous wording

At March 31, 2025, we had an accumulated deficit of $751.5 million, primarily as a result of R&D expenses, purchases of in-process research and development and selling, general and administrative expenses.

Current wording

At June 30, 2025, we had an accumulated deficit of $736.0 million, primarily as a result of R&D expenses, purchases of in-process research and development and selling, general and administrative expenses.

Previous wording

We fund our operations through cash on hand, the sale of debt, third-party financings, and the sale of subsidiaries and partner companies. securities. At March 31, 2025, we had cash and cash equivalents of $91.3 million, of which $19.5 million relates to Fortress and private subsidiaries primarily funded by Fortress, $33.0 million relates to Checkpoint, $14.2 million relates to Mustang, $21.1 million relates to Journey, and $3.5 million relates to Avenue. Restricted cash at March 31, 2025 was $1.2 million, which relates to certain office leases held by Fortress.

Current wording

We fund our operations through cash on hand, the sale of debt and equity securities, third-party financings, out-licensing of drug product and drug product candidates and the sale of subsidiaries and partner companies. At June 30, 2025, we had cash and cash equivalents of $74.4 million, of which $38.1 million relates to Fortress and private subsidiaries primarily funded by Fortress, $12.7 million relates to Mustang, $20.3 million relates to Journey, and $3.3 million relates to Avenue. Restricted cash at June 30, 2025, was $1.2 million, which relates to certain office leases held by Fortress.

Previous wording

We may require significant additional financing to fully develop and prepare regulatory filings and obtain regulatory approvals for our existing and new product candidates, fund operating losses, and, if deemed appropriate, establish or secure through third parties manufacturing for our potential products, and sales and marketing capabilities. We have funded our operations to date primarily through the sale of equity and debt securities. We believe that our current cash and cash equivalents is sufficient to fund operations for at least the next twelve months. Our failure to raise capital as and when needed would have a material adverse impact on our financial condition and our ability to pursue our business strategies. We may seek funds through equity or debt financings, joint venture or similar development collaborations, the sale of partner companies, royalty financings, or through other sources of financing. See “Item 1A. Risk Factors—Risks Pertaining to the Need for and Impact of Existing and Additional Financing Activities.”

Current wording

We may require significant additional financing to fully develop and prepare regulatory filings and obtain regulatory approvals for our existing and new product candidates, fund operating losses, and, if deemed appropriate, establish or secure through third parties manufacturing for our potential products, and sales and marketing capabilities. We have funded our operations to date primarily through the sale of equity and debt securities, third-party financings, out-licensing of drug product and drug product candidates and the sales of subsidiaries and partner companies. We believe that our current cash and cash equivalents are sufficient to fund operations for at least the next twelve months. Our failure to raise capital as and when needed would have a material adverse impact on our financial condition and our ability to pursue our business strategies. We may seek funds through equity or debt financings, joint venture or similar development collaborations, the sale of partner companies, royalty financings, or through other sources of financing. See “Item 1A. Risk Factors—Risks Pertaining to the Need for and Impact of Existing and Additional Financing Activities.”

Previous wording

On May 17, 2024, the Company filed a shelf registration statement (File No. 333-279516) on Form S-3, which was declared effective on May 30, 2024 (the “2024 Shelf”). As of March 31, 2025, $42.1 million of securities were available for sale under the 2024 Shelf, subject to General Instruction I.B.6. of Form S-3, known as the “baby shelf rules,” which limit the number of securities that can be sold under registration statements on Form S-3. However, on July 5, 2024, the board of directors paused the payment of dividends on our Series A Preferred Stock until further notices. As a result, the Company is no longer eligible to use Form S-3 and has lost the ability to use the 2024 Shelf. The Company will regain eligibility to use the 2024 Shelf on the date it files its Annual Report on Form 10-K, so long as it has: (i) by that date, paid all accrued but unpaid dividends at that time and (ii) timely paid all dividends accruing since the end of the fiscal year to which such Form 10-K relates.

Current wording

On May 17, 2024, the Company filed a shelf registration statement (File No. 333-279516) on Form S-3, which was declared effective on May 30, 2024 (the “2024 Shelf”). As of June 30, 2025, $42.1 million of securities were available for sale under the 2024 Shelf, subject to General Instruction I.B.6. of Form S-3, known as the “baby shelf rules,” which limit the number of securities that can be sold under registration statements on Form S-3. However, on July 5, 2024, the board of directors paused the payment of dividends on our Series A Preferred Stock until further notices. As a result, the Company is not currently eligible to use Form S-3 and has lost the ability to use the 2024 Shelf. The Company will regain eligibility to use the 2024 Shelf on the date it files its Annual Report on Form 10-K, so long as it has: (i) by that date, paid all accrued but unpaid dividends at that time and (ii) timely paid all dividends accruing since the end of the fiscal year to which such Form 10-K relates.

Previous wording

Because the Company is no longer eligible to use Form S-3 due to the failure to pay dividends on the Series A Preferred Stock, on April 1, 2025 the Company filed a post-effective amendment to certain prior Form S-3 registration statements to continue the registration of:

Current wording

Because the Company is not currently eligible to use Form S-3 due to the failure to pay dividends on the Series A Preferred Stock, on April 1, 2025 the Company filed a post-effective amendment to certain prior Form S-3 registration statements to continue the registration of:

Previous wording

During the three months ended March 31, 2025, the Company issued and sold approximately 0.5 million shares at an average price of $1.94 per share for gross proceeds of approximately $1.0 million under the Company’s at-the-market offering program.

Current wording

During the six months ended June 30, 2025, the Company issued and sold approximately 0.5 million shares at an average price of $1.94 per share for gross proceeds of approximately $1.0 million under the Company’s at-the-market offering program.

Previous wording

On December 30, 2022, Journey filed a shelf registration statement on Form S-3 (File No. 333-269079) (the “Journey 2022 S-3”), which was declared effective on January 26, 2023. The Journey 2022 S-3 covers the offering, issuance and sale by Journey of up to an aggregate of $150.0 million of Journey’s common stock, preferred stock, debt securities, warrants, and units. In connection with the Journey 2022 S-3, Journey entered into a sales agreement relating to the sale of shares of Journey’s common stock in an at-the-market offering (the “Journey ATM Sales Agreement”). In accordance with the terms of the Journey ATM Sales Agreement, Journey may offer and sell up to 4,900,000 shares of its common stock, par value $0.0001 per share, from time to time. For the three months ended March 31, 2025, Journey issued and sold approximately 0.8 million shares of common stock for gross proceeds of $4.1 million under the Journey ATM Sales Agreement. At March 31, 2025, 1.8 million shares remain available for issuance under the Journey ATM Sales Agreement.

Current wording

On December 30, 2022, Journey filed a shelf registration statement on Form S-3 (File No. 333-269079) (the “Journey 2022 S-3”), which was declared effective on January 26, 2023. The Journey 2022 S-3 covers the offering, issuance and sale by Journey of up to an aggregate of $150.0 million of Journey’s common stock, preferred stock, debt securities, warrants, and units. In connection with the Journey 2022 S-3, Journey entered into a sales agreement relating to the sale of shares of Journey’s common stock in an at-the-market offering (the “Journey ATM Sales Agreement”). In accordance with the terms of the Journey ATM Sales Agreement, Journey may offer and sell up to 4,900,000 shares of its common stock, par value $0.0001 per share, from time to time. For the six months ended June 30, 2025, Journey issued and sold approximately 0.8 million shares of common stock for gross proceeds of $4.1 million under the Journey ATM Sales Agreement. At June 30, 2025, 1.8 million shares remain available for issuance under the Journey ATM Sales Agreement.

Previous wording

In January 2025, Checkpointo received approximately $2.1 million from the exercise of warrants for the issuance of 740,000 shares of common stock with an exercise price of $2.84 per share.

Current wording

In January 2025, Checkpoint received approximately $2.1 million from the exercise of warrants for the issuance of 740,000 shares of common stock with an exercise price of $2.84 per share.

Previous wording

On May 31, 2024, Mustang entered into an At-the-Market Offering Agreement (the “Mustang ATM”) relating to the sale of shares of common stock pursuant to the Mustang 2024 S-3. During the three months ended March 31, 2025, Mustang issued and sold approximately 54,000 shares through the Mustang ATM for net proceeds of approximately $0.6 million.

Current wording

On May 31, 2024, Mustang entered into an At-the-Market Offering Agreement (the “Mustang ATM”) relating to the sale of shares of common stock pursuant to the Mustang 2024 S-3. During the six months ended June 30, 2025, Mustang issued and sold approximately 54,000 shares through the Mustang ATM for net proceeds of approximately $0.6 million.

Previous wording

In February 2025, Mustang closed on an equity offering of (i) 495,000 shares of its common stock, par value $0.0001 per share (the “Shares”), (ii) pre-funded warrants to purchase up to an aggregate of 2,162,807 shares of common stock (the “Pre-Funded Warrant Shares), (iii) Series C-1 warrants to purchase up to 2,657,807 shares of common stock, and (iv) Series C-2 warrants to purchase up to 2,657,807 shares of common stock. Each Share or Pre-Funded Warrant was sold together with one Series C-1 Warrant to purchase one share of common stock and one Series C-2 Warrant to purchase one share of common stock. The combined public offering price for each Share and accompanying Warrants was $3.01, and the combined public offering price for each Pre-Funded Warrant and accompanying Warrants was $3.0099. The Pre-Funded Warrants have an exercise price of $0.0001 per share, were exercisable immediately upon issuance and will expire when exercised in full. Each Warrant has an exercise price of $3.01 per share and became exercisable beginning on the effective date of stockholder approval of the issuance of the Warrant Shares (the “Warrant Stockholder Approval”). The Series C-1 warrants will expire five years from the date of stockholder approval and the Series C-2 warrants will expire twenty-four months from the date of stock holder approval. The warrants contain customary anti-dilution adjustments to the exercise price, including share splits, share dividends, rights offerings and pro rata distributions. The net proceeds of the offering, after deducting the fees and expenses of the placement agent in the transaction, and other offering expenses payable by Mustang, but excluding the net proceeds, if any, from the exercise of the Warrants, was approximately $6.8 million. 670,000 of the 2,162,807 pre-funded warrants have since been exercised as of the date of the filing of this Form 10-Q.

Current wording

In February 2025, Mustang closed on an equity offering of (i) 495,000 shares of its common stock, par value $0.0001 per share (the “Shares”), (ii) pre-funded warrants to purchase up to an aggregate of 2,162,807 shares of common stock (the “Pre-Funded Warrant Shares), (iii) Series C-1 warrants to purchase up to 2,657,807 shares of common stock, and (iv) Series C-2 warrants to purchase up to 2,657,807 shares of common stock. Each Share or Pre-Funded Warrant was sold together with one Series C-1 Warrant to purchase one share of common stock and one Series C-2 Warrant to purchase one share of common stock. The combined public offering price for each Share and accompanying Warrants was $3.01, and the combined public offering price for each Pre-Funded Warrant and accompanying Warrants was $3.0099. The Pre-Funded Warrants have an exercise price of $0.0001 per share, were exercisable immediately upon issuance and will expire when exercised in full. Each Warrant has an exercise price of $3.01 per share and became exercisable beginning on the effective date of stockholder approval of the issuance of the Warrant Shares (the “Warrant Stockholder Approval”). The Series C-1 warrants will expire five years from the date of stockholder approval and the Series C-2 warrants will expire twenty-four months from the date of stock holder approval. The warrants contain customary anti-dilution adjustments to the exercise price, including share splits, share dividends, rights offerings and pro rata distributions. The net proceeds of the offering, after deducting the fees and expenses of the placement agent in the transaction, and other offering expenses payable by Mustang, but excluding the net proceeds, if any, from the exercise of the Warrants, was approximately $6.8 million. All of the 2,162,807 pre-funded warrants and 2,373,355 of the 2,657,807 Series C-2 warrants have since been exercised as of the date of the filing of this Form 10-Q.

Previous wording

In December 2021, Avenue filed a shelf registration statement (File No. 333-261520) on Form S-3 (the “Avenue 2021 S-3”), which was declared effective on December 10, 2021. Avenue filed a replacement shelf registration on Form S-3 on December 4, 2024 (the "Avenue Replacement Shelf"), which has not yet become effective under the Securities Act of 1933, as amended. However, upon Avenue's formal delisting from Nasdaq, effective upon Nasdaq's filing of a Form 25 with the SEC, Avenue will be ineligible to use Form S-3 and therefore unable to use the Avenue 2021 S-3 or the Avenue Replacement Shelf.

Current wording

In December 2021, Avenue filed a shelf registration statement (File No. 333-261520) on Form S-3 (the “Avenue 2021 S-3”), which was declared effective on December 10, 2021. Avenue filed a replacement shelf registration on Form S-3 on December 4, 2024 (the "Avenue Replacement Shelf"), which has not yet become effective under the Securities Act of 1933, as amended. However, effective as of July 18, 2025, Avenue was formally delisted from Nasdaq with Nasdaq's filing on that date of a Form 25 with the SEC; Avenue is therefore ineligible to use Form S-3 and unable to use the Avenue 2021 S-3 or the Avenue Replacement Shelf.

Previous wording

In May 2024, Avenue entered into an At-the-Market Offering Agreement (the “Avenue ATM”) under which Avenue may offer and sell, from time to time at its sole discretion, up to $3.9 million of shares of its common stock. The offers and sales of the shares are made pursuant the Avenue 2021 S-3, and the related prospectus supplement dated May 10, 2024. During the three months ended March 31, 2025, Avenue issued 0.9 million shares through the Avenue ATM for net proceeds of $2.1 million. Avenue is no longer able to utilize the Avenue ATM as a result of the suspension of its stock from trading on the Nasdaq.

Current wording

In May 2024, Avenue entered into an At-the-Market Offering Agreement (the “Avenue ATM”) under which Avenue may offer and sell, from time to time at its sole discretion, up to $3.9 million of shares of its common stock. The offers and sales of the shares are made pursuant the Avenue 2021 S-3, and the related prospectus supplement dated May 10, 2024. During the six months ended June 30, 2025, Avenue issued 0.9 million shares through the Avenue ATM for net proceeds of $2.1 million. Avenue is no longer able to utilize the Avenue ATM as a result of the delisting of its stock from trading on the Nasdaq.

Previous wording

Net cash used in operating activities decreased $5.8 million from the three months ended March 31, 2024, as compared to the three months ended March 31, 2025. The decrease is due to the decrease of $14.3 million in net loss offset by the $8.4 million decrease resulting from changes in operating assets and liabilities.

Current wording

Net cash used in operating activities decreased $0.1 million from the six months ended June 30, 2024, as compared to the six months ended June 30, 2025. The decrease is due to the decrease in net loss of $31.5 million and an increase in stock-based compensation expense of $13.2 million offset by the $27.1 million gain on deconsolidation recognized related to Checkpoint, as well as the $12.9 million decrease resulting from changes in operating assets and liabilities.

Previous wording

Net cash provided by investing activities for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 increased by $1.2 million, due to Mustang’s $1.2 million proceeds from the sale of its held-for-sale assets related to the exit of its manufacturing facility.

Current wording

Net cash provided by investing activities for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 increased by $7.3 million, due to the net cash increase of $6.1 million related to the sale of Checkpoint to Sun Pharma, and Mustang’s $1.2 million proceeds from the sale of its held-for-sale assets related to the exit of its manufacturing facility.

Previous wording

Net cash provided by financing activities was $27.9 million for the three months ended March 31, 2024, compared to $52.1 million of net cash provided by financing activities for the three months ended March 31, 2025, an increase of $24.3 million. The increase is attributable to proceeds from partner companies’ equity offerings and warrant exercises, partially offset by decreased proceeds from the issuance of common stock for equity offerings of the Company in the current period.

Current wording

Net cash provided by financing activities was $42.1 million for the six months ended June 30, 2024, compared to $56.7 million of net cash provided by financing activities for the six months ended June 30, 2025, an increase of $14.5 million. The increase is attributable to proceeds from partner companies’ equity offerings and warrant exercises of $28.1 million, partially offset by decreased proceeds from the issuance of common stock for equity offerings of the Company in the current period of $10.1 million and the $4.9 million payment made to Oaktree.

Previous wording

During the three months ended March 31, 2025, there were no material changes in our contractual obligations and commitments, including our lease obligations, as described in our 2024 Form 10-K.

Current wording

During the six months ended June 30, 2025, there were no material changes in our contractual obligations and commitments, including our lease obligations, as described in our 2024 Form 10-K.
Rearranged current paragraphs (9)

Current report — wording carried from elsewhere

For the six months ended June 30, 2025 we generated $28.1 million of net revenue related to the sale of Journey’s branded and generic products as compared to $27.9 million for the six months ended June 30, 2024. The six months of 2025 includes $4.9 million of net product revenue related to the U.S. commercial launch of Emrosi, offset by a decrease in Accutane revenue as a result of lower sales volume driven by recent market competition. Other revenue for the six months ended June 30, 2025 consists of revenue recognized by Avenue related to the AnnJi license termination and program transfer.

Current report — wording carried from elsewhere

Cost of Goods Sold– (excluding amortization of acquired intangible assets)

Current report — wording carried from elsewhere

Amortization of acquired intangible assets increased by $0.5 million, or 31%, to $2.1 million for the six-month period ended June 30, 2025, from $1.6 million for the six-month period ended June 30, 2024, driven by the addition of the Emrosi acquired intangible asset upon Journey’s payment to DRL of the milestone payment triggered by the FDA’s approval of Emrosi in November 2024.

Current report — wording carried from elsewhere

Research and development (“R&D”) costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for upfront and milestone license fees, costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings and patents, laboratory costs and other supplies.

Current report — wording carried from elsewhere

The table below provides a summary of research and development by entity, for the periods presented:

Current report — wording carried from elsewhere

The table below provides a summary by entity of noncash, stock-based compensation expense included in R&D expense for the periods presented:

Current report — wording carried from elsewhere

Selling, general and administrative expenses consist principally of personnel-related costs, costs required to support the marketing and sales of our commercialized products, professional fees for legal, consulting, audit and tax services, rent and other general operating expenses not otherwise included in R&D expenses.

Current report — wording carried from elsewhere

The table below provides a summary by entity of selling, general and administrative expenses for the periods presented:

Current report — wording carried from elsewhere

The table below provides a summary by entity of noncash, stock-based compensation expense included in selling, general and administrative expense for the periods presented: