Fortress Biotech Announces Closing of Sale of Subsidiary Checkpoint Therapeutics

Rhea-AI Summary

Fortress Biotech (NASDAQ: FBIO) has completed the sale of its subsidiary Checkpoint Therapeutics to Sun Pharmaceutical Industries Limited. The transaction, which closed on May 30, 2025, will provide Fortress with approximately $28 million in immediate proceeds, plus potential additional benefits including a contingent value right (CVR) of up to $4.8 million and a 2.5% royalty on future net sales of UNLOXCYT. The deal values Checkpoint shares at $4.10 per share in cash, with stockholders eligible for an additional $0.70 per share through the CVR if UNLOXCYT receives approval in key European markets. UNLOXCYT, approved by the FDA in December 2024, is the first FDA-approved PD-L1 blocking antibody for advanced cutaneous squamous cell carcinoma. Fortress is now focusing on other initiatives, including their subsidiary Cyprium Therapeutics' CUTX-101 with a PDUFA date of September 30, 2025.

Positive

• Immediate cash infusion of $28 million strengthening Fortress's balance sheet
• Additional potential revenue through 2.5% royalty on UNLOXCYT sales
• Possibility of earning up to $4.8 million through CVR upon European approval
• Strategic exit demonstrates successful execution of Fortress's business model
• Pipeline advancement continues with CUTX-101 PDUFA date approaching, potential for Priority Review Voucher

Negative

• Loss of direct ownership and control over Checkpoint Therapeutics subsidiary
• CVR payment of $0.70 per share is contingent on European approval, not guaranteed
• Reduced exposure to UNLOXCYT's potential market success, limited to 2.5% royalty

Insights

Financial Analyst

Fortress Biotech strengthens balance sheet with $28M from Checkpoint sale, gains future royalty stream and potential for additional $4.8M.

The sale of Checkpoint Therapeutics to Sun Pharma represents a significant financial transaction for Fortress Biotech, with immediate and potential long-term benefits. Fortress will receive $28 million shortly after closing, potentially followed by up to $4.8 million if certain European regulatory approvals for cosibelimab are achieved. More importantly, Fortress retains a 2.5% royalty on future net sales of UNLOXCYT™, creating an ongoing revenue stream without operational costs.

The $4.10 per share cash deal, plus contingent value right of up to $0.70 per share, appears to be a strategic exit that monetizes Checkpoint's FDA-approved PD-L1 blocking antibody while offloading commercialization responsibilities to Sun Pharma's established global infrastructure. This aligns perfectly with Fortress's business model of developing assets to create shareholder value and then monetizing them.

Looking ahead, Fortress has positioned itself for another potential catalyst with Cyprium Therapeutics' CUTX-101, which has a PDUFA date of September 30, 2025. If approved, this could yield a valuable Priority Review Voucher, which historically have sold for $100-120 million. This transaction demonstrates Fortress's capital-efficient model of developing subsidiaries to value-inflection points before monetization, while maintaining upside through royalties and milestone payments.

Fortress will receive ~$28 million shortly after closing and is eligible for an additional contingent value right (CVR) of up to $4.8 million, plus a 2.5% royalty on future net sales of UNLOXCYT™ (cosibelimab-ipdl)

MIAMI, May 30, 2025 (GLOBE NEWSWIRE) -- Fortress Biotech, Inc. (Nasdaq: FBIO) (“Fortress”), an innovative biopharmaceutical company focused on acquiring and advancing assets to enhance long-term value for shareholders through product revenue, equity holdings and dividend and royalty revenue, today announced that its subsidiary, Checkpoint Therapeutics, Inc. (“Checkpoint”), has been acquired by Sun Pharmaceutical Industries Limited (together with its subsidiaries and/or associated companies, “Sun Pharma”). The transaction closed on May 30, 2025, following the approval by requisite majorities of holders of Checkpoint’s shares at a special meeting of Checkpoint’s stockholders on May 28, 2025.

“We are thrilled that our Fortress-founded subsidiary, Checkpoint, closed an exciting deal with Sun Pharma that expedites patient access to FDA approved UNLOXCYT™ (cosibelimab-ipdl) through their established global commercial organization. This transaction is also another successful milestone for Fortress, as we will receive approximately $28 million shortly after closing and are eligible for a 2.5% royalty on net sales of UNLOXCYT, and up to an additional $4.8 million if the contingent value right (CVR) is achieved. This transaction demonstrates how we continue to strengthen our balance sheet through opportunistic transactions that generate shareholder value. We aim to acquire and advance assets to their full potential, and our business model is fundamentally designed to generate long-term cash flow through product revenue, equity holdings and dividend and royalty revenue," said Lindsay A. Rosenwald, M.D., Fortress’ Chairman, President and Chief Executive Officer. “We look forward to our next exciting milestone at one of our other majority-owned subsidiaries, Cyprium Therapeutics, which is the September 30, 2025 Prescription Drug User Fee Act (“PDUFA”) goal date for CUTX-101. If CUTX-101 is approved by the FDA, Cyprium may be eligible to receive a Priority Review Voucher. We are also focused on evaluating business development opportunities and the advancement of our robust pipeline of compelling product candidates at Fortress along with our partner companies and subsidiaries.”

In March 2025, Fortress’ subsidiary Checkpoint entered into an agreement to be acquired by Sun Pharma. Upon completion of the transaction, Sun Pharma acquired all outstanding shares of Checkpoint for $4.10 per share in cash and a non-transferable CVR entitling the stockholder to receive up to an additional $0.70 in cash if cosibelimab is approved prior to certain deadlines in the European Union pursuant to the centralized approval procedure or in Germany, France, Italy, Spain or the United Kingdom, subject to the terms and conditions in the CVR agreement.

In December 2024, Checkpoint received FDA approval for UNLOXCYT which is the first and only FDA-approved programmed death ligand-1 (“PD-L1”) blocking antibody for advanced cutaneous squamous cell carcinoma.

About Fortress Biotech
Fortress Biotech, Inc. (“Fortress”) is an innovative biopharmaceutical company focused on acquiring and advancing assets to enhance long-term value for shareholders through product revenue, equity holdings and dividend and royalty revenue. The company has eight marketed prescription pharmaceutical products and multiple programs in development at Fortress, at its majority-owned and majority-controlled partners and subsidiaries and at partners and subsidiaries it founded and in which it holds significant minority ownership positions. Fortress’ portfolio is being commercialized and developed for various therapeutic areas including oncology, dermatology, and rare diseases. Fortress’ model is focused on leveraging its significant biopharmaceutical industry expertise and network to further expand and advance the company’s portfolio of product opportunities. Fortress has established partnerships with some of the world’s leading academic research institutions and biopharmaceutical companies to maximize each opportunity to its full potential, including AstraZeneca, City of Hope, Fred Hutchinson Cancer Center, Nationwide Children’s Hospital and Sentynl. For more information, visit www.fortressbiotech.com.

Forward-Looking Statements
Statements in this press release that are not descriptions of historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology are generally intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated include risks relating to: our growth strategy, financing and strategic agreements and relationships; our need for substantial additional funds and uncertainties relating to financings; our ability to realize any royalty or other milestone-based payments in the time frame expected, or at all; our ability to identify, acquire, close and integrate product candidates successfully and on a timely basis; our ability to attract, integrate and retain key personnel; the early stage of products under development; the results of research and development activities; uncertainties relating to preclinical and clinical testing; our ability to obtain regulatory approval for products under development; our ability to successfully commercialize products for which we receive regulatory approval or receive royalties or other distributions from third parties; our ability to secure and maintain third-party manufacturing, marketing and distribution of our and our partner companies’ products and product candidates; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The information contained herein is intended to be reviewed in its totality, and any stipulations, conditions or provisos that apply to a given piece of information in one part of this press release should be read as applying mutatis mutandis to every other instance of such information appearing herein.

Company Contact:
Jaclyn Jaffe
Fortress Biotech, Inc.
(781) 652-4500
ir@fortressbiotech.com

Media Relations Contact:
Tony Plohoros
6 Degrees
(908) 591-2839
tplohoros@6degreespr.com

FAQ

How much will Fortress Biotech (FBIO) receive from the sale of Checkpoint Therapeutics?

Fortress will receive approximately $28 million immediately after closing, plus potential additional earnings of up to $4.8 million through a CVR and a 2.5% royalty on future UNLOXCYT sales.

What is the acquisition price per share for Checkpoint Therapeutics?

Sun Pharma is acquiring Checkpoint for $4.10 per share in cash, plus a potential additional $0.70 per share through a CVR if UNLOXCYT receives approval in key European markets.

What is UNLOXCYT and when was it approved?

UNLOXCYT (cosibelimab-ipdl) is the first FDA-approved PD-L1 blocking antibody for advanced cutaneous squamous cell carcinoma, approved in December 2024.

What are Fortress Biotech's next major milestones after the Checkpoint sale?

Fortress is focusing on their subsidiary Cyprium Therapeutics' CUTX-101, which has a PDUFA date of September 30, 2025, and could potentially receive a Priority Review Voucher if approved.

What royalty will Fortress Biotech receive from UNLOXCYT sales?

Fortress will receive a 2.5% royalty on future net sales of UNLOXCYT following the sale of Checkpoint to Sun Pharma.