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Commitments and Contingencies
9 Months Ended
Sep. 30, 2021
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

8. Commitments and Contingencies

Leases

The Company currently has six active lease agreements for office and laboratory space and related equipment. The primary lease is located on the University of Louisville campus in Louisville, Kentucky (the “Louisville Lease”). This lease has a termination date in November 2023, with an option to extend for three additional years at the Company’s discretion. In May 2020, the Company added additional office and laboratory space to the Louisville Lease. In September 2021, the Company entered into a sublease agreement for additional office space in Louisville, Kentucky. This sublease has a termination date in November 2023. The Company maintains a third lease for ancillary office space in Louisville, Kentucky. This lease has a termination date in December 2021.

The Company maintains a lease for office space in Wellesley, Massachusetts, that had an original termination date in March 2021. The Company entered into a month-to-month lease agreement for the office space in Wellesley effective as of April 2021 and in June 2021, finalized an amended lease agreement. The amended lease commencement date will be the later of September 2021 or the date the landlord substantially completes agreed-upon renovations. The term of the lease will be 39 months from the commencement date. The Company will maintain its current office space in Wellesley until the commencement of the amended lease agreement. The amended lease had not commenced as of September 30, 2021.

In July 2021, the Company entered into a lease agreement for laboratory space in Houston, Texas. The agreement has a term of five months with the option to extend on a month-to-month basis at the end of the original term. The Company plans to utilize the space under this lease on a temporary basis while construction of a permanent lease is completed.  In July 2021, the Company entered into a second lease agreement for laboratory space in Houston, Texas (the “Houston Lease”).  The Houston Lease commencement date will be the later of September 2021 or the date the landlord substantially completes agreed-upon renovations. The term of the lease will be 36 months from the commencement date. The Houston lease had not commenced as of September 30, 2021.  

The future minimum rent payments relating to all six of the Company’s facility operating leases under the terms and conditions existing as of September 30, 2021, as well as amendments the Company has entered into between the date of these financial statements and the date they were available to be issued (as described in Note 13), are summarized as follows (in thousands):

 

Years Ending December 31,

 

 

 

 

2021

 

$

188

 

2022

 

$

909

 

2023

 

$

1,066

 

2024

 

$

931

 

2025 and beyond

 

$

1,130

 

Total

 

$

4,224

 

 

The Company incurred rent expense of $0.5 million and $0.4 million for the nine months ended September 30, 2021 and 2020, respectively.

License Agreement

In October 2018, the Company entered an amended and restated exclusive license agreement with ULRF related to certain licensed patent rights and know-how related to human facilitating cells for its Facilitated Allo-HSCT Therapy approach. Pursuant to the ULRF License Agreement, ULRF granted the Company an exclusive, worldwide license under such patents and a nonexclusive royalty-bearing, worldwide license for such know-how to research, develop, commercialize and manufacture FCR001 and products containing FCR001 in all fields, without limitation. ULRF also granted the Company the right to grant sublicenses in accordance with the ULRF License Agreement. Under the terms of the agreement, the Company is obligated to compensate ULRF three percent of net sales of all licensed products sold, one third of any non-royalty sublicensing income, and up to $1.625 million in regulatory and sales milestones

on each licensed product upon the occurrence of specific events as outlined in the license agreement; and annual license maintenance fees.

In addition, upon execution of the ULRF License Agreement, the Company granted contingent equity consideration equal to 65,186 shares of common stock to ULRF. Pursuant to the ULRF License Agreement, on or prior to the Company’s first underwritten public offering or any transaction that is treated as a deemed liquidation event, the Company is required to either issue to ULRF the 65,186 shares in common stock or make a cash payment equal to the 65,186 shares of common stock multiplied by either the price per share of common stock in the underwritten public offering or by the price per share of common stock received in connection with such deemed liquidation event.  

Coincident with the completion of the Company’s IPO, the Company issued 48,889 shares of common stock to ULRF and provided a cash payment of approximately $0.3 million in lieu of issuing the remaining 16,297 shares of common stock. As of September 30, 2021, the contingent stock liability was fully satisfied. As of December 31, 2020, the Company measured the fair value of the contingent equity consideration and recorded a contingent stock liability of $0.4 million in other liabilities (see Note 3).

The Company incurred $0.1 million in expense in February 2021 related to an annual maintenance fee pursuant to the license agreement for the year ended December 31, 2021. The Company incurred a $0.1 million milestone payment to ULRF in June 2020 which was recorded as research and development expense. The Company also incurred $0.1 million in expense in February 2020 related to the annual maintenance fee for the year ended December 31, 2020.  

Legal Proceedings

The Company is not currently a party to any material legal proceedings. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings.