Fortress Biotech Inc 2024年度报告

FORM10-K Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.Yes⌧No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).Yes⌧No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer⌧ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No⌧ The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recentlycompleted second fiscal quarter: $30,782,670. FORTRESS BIOTECH,INC.ANNUAL REPORT ON FORM10-KTABLE OF CONTENTS PARTI7Item1.Business.7Item1A.Risk Factors28Item1B.Unresolved Staff Comments67Item1C.Cybersecurity67Item2.Properties68Item3.Legal Proceedings68Item4.Mine Safety Disclosures68PARTII68Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities68Item6.Reserved69Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations.70Item7A.Quantitative and Qualitative Disclosures About Market Risk.91Item8.Financial Statements and Supplementary Data.91Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure.91Item9A.Controls and Procedures.91Item9B.Other Information92Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections92PARTIII92Item10.Directors, Executive Officers and Corporate Governance92Item11.Executive Compensation98Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters105Item13.Certain Relationships and Related Transactions, and Director Independence107Item14.Principal Accounting Fees and Services111PARTIV113Item15.Exhibits and Financial Statement Schedules.113Item16.Form10-K Summary.118 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS Statements in this Annual Report on Form10-K that are not descriptions of historical facts are“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 andSection 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 comparableterminology are generally intended to identify forward-looking statements. These forward-lookingstatements are based on management’s current expectations and are subject to risks and uncertaintiesthat 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 includethose set forth under “Item1A. Risk Factors” including, in particular, risks relating to: ●our growth strategy;●financing and strategic agreements and relationships;●our need