Fortress Biotech Inc.
07/19/2024 | Press release | Distributed by Public on 07/19/2024 06:01
Material Agreement Form 8 K
Item 1.01.Entry into a Material Definitive Agreement.
On July 15, 2024, Urica Therapeutics Inc. ("Urica"), a majority-owned and controlled subsidiary of Fortress Biotech, Inc. ("Fortress", or the "Company"), entered into an asset purchase agreement (the "APA"), royalty agreement (the "Royalty Agreement"), and related agreements (collectively, the "Transaction Documents") with Crystalys Therapeutics, Inc. ("Crystalys"). Crystalys is a Delaware corporation incorporated in 2022 and seeded by leading life sciences institutional investors.
Under the Transaction Documents, Urica sold the rights to its URAT1 inhibitor product candidate in development for the treatment of gout, dotinurad, and related intellectual property, licenses and agreements to Crystalys. In return, Crystalys issued to Urica shares of its common stock equal to 35% of Crystalys' outstanding equity. Urica's equity position cannot be reduced below 15% of Crystalys' fully-diluted equity capitalization until it raises $150 million in equity securities.
The Transaction Documents also grant Urica a securitized three percent (3%) royalty on future net sales of dotinurad to be paid by Crystalys, as well as the right to receive nominal cash reimbursement payments for certain clinical and development costs incurred by Urica related to dotinurad. Urica has the right to appoint one director to the board of directors of Crystalys, as well as an additional board observer. Urica has also committed to providing transition support to Crystalys for 90 days.
The Transaction Documents contain customary representations and warranties by each party and include affirmative and negative covenants applicable to Urica and Crystalys, including an obligation by Crystalys to use commercially reasonable efforts to develop and commercialize dotinurad. Other than in respect of the Transaction Documents, there is no material relationship between the Company or its affiliates, on the one hand, and Crystalys, on the other hand.
The foregoing descriptions of the APA and the Royalty Agreement are qualified in their entireties by reference to the full text of such agreements, which will be filed with a subsequent periodic report of the Company.