aibioFortress Biotech to receive about $28.0 million as Checkpoint sale to Sun Pharma closes
Tickers FBIO
Fortress Biotech says it will receive about $28.0 million in cash from the sale of Checkpoint Therapeutics to Sun Pharma, with up to $4.8 million more if a milestone is met. The gain on deconsolidation is an accounting figure, and pro forma cash is lower than reported.
Key facts
- Company
- Fortress Biotech, Inc. (NASDAQ: FBIO)
- News type
- Mergers
- Primary source
- Fortress Biotech, Inc. 8-K (2025-06-05)
Fortress Biotech, Inc. (FBIO) said its subsidiary Checkpoint Therapeutics, Inc. was acquired by Sun Pharmaceutical Industries, Inc. on May 30, 2025. Fortress reported the closing in an exhibit to an 8-K filed June 5, 2025, which contains unaudited pro forma financial statements. The merger agreement is dated March 9, 2025 and was amended on April 14, 2025. Under it, a Sun Pharma subsidiary, Snoopy Merger Sub, Inc., merged into Checkpoint. Checkpoint now survives as a wholly owned subsidiary of Sun Pharma, and Fortress no longer consolidates it.
What Fortress receives
Fortress will receive approximately $28.0 million in cash. It is also eligible for up to $4.8 million upon achievement of a milestone associated with contingent value rights issued under a contingent value rights agreement. The exhibit does not describe that milestone or say when it might be reached.
The pro forma figures
The unaudited pro forma statements treat the sale as if it had occurred on March 31, 2025 for the balance sheet, on January 1, 2025 for the quarter ended March 31, 2025, and on January 1, 2024 for the year ended December 31, 2024. They record a gain on deconsolidation of $26,625 thousand.
Total stockholders' equity is $44,162 thousand on a pro forma basis, against $32,486 thousand as reported at March 31, 2025. Cash and cash equivalents were $91,339 thousand as reported and $89,136 thousand pro forma. Pro forma cash is therefore lower than the reported figure, even though the sale brings in cash. The exhibit's notes explain the cash line: one adjustment is the cash consideration received from the sale of Checkpoint, and the other removes the assets and liabilities attributable to Checkpoint, so Checkpoint's own cash leaves the balance sheet.
The table moves the accumulated deficit by $26,625 thousand, the same amount as the gain, and moves non-controlling interests by $14,949 thousand. Those two moves are the source of the change in equity.
Fortress says the pro forma figures are "presented for illustrative purposes only." They do not show what results would have been if the sale had closed on those dates, and they do not predict future results.
The gain is not cash
The $26,625 thousand gain is accounting income from removing Checkpoint from Fortress's consolidated books. The exhibit's notes calculate it as cash received of $27,971 thousand less $1,347 thousand, the carrying value of Fortress's investment in Checkpoint, with no income tax provision.
The reported year
For the year ended December 31, 2024, Fortress reported a net loss of $120,855 thousand before adjustments, of which $74,858 thousand was attributed to non-controlling interests. Those figures are the company's own, and the exhibit describes them as historical results that the pro forma statements adjust.
The annual report filed March 31, 2025 describes Fortress as a biopharmaceutical company focused on acquiring and advancing assets. It says four partner companies are publicly traded, and that the company works with partner and subsidiary companies that raise money through partnerships, out-licensings and public and private financings. Checkpoint was one of those subsidiaries, and the sale ends its consolidation.
What the exhibit leaves out
The exhibit does not name a financial adviser on the sale, a fairness opinion, or counsel to either company. It does not say how Fortress plans to use the $28.0 million, or whether any of it will repay debt. The pro forma figures rest on management's expectations about the sale, and the exhibit says so.