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COMMITMENTS AND CONTINGENCIES
9 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

 

Effective as of November 27, 2023, we entered into the Separation Agreement with Charles J. Fisher, M.D., our former Chief Executive Officer. In accordance with the terms of his Executive Employment Agreement, the Separation Agreement provides for 12 months cash severance payments to Dr. Fisher in the aggregate amount of $460,000 payable monthly, continued medical coverage under COBRA for a twelve month period that began on December 1, 2023 and the acceleration of 50% of his unvested options at the time of separation, and included a standard release of any and all potential claims against the Company.

 

The total expense for the quarter ended December 31, 2023 relating to the Separation Agreement, was $891,844, composed of $479,624 payroll and related expense, $19,081 related to health insurance and other benefits and $393,139 of stock based compensation for the acceleration of vesting for 50% of then outstanding options held by Dr. Fisher at the time of his separation from the Company.

 

Effective as of November 7, 2023, James B. Frakes, MBA was appointed as our Interim Chief Executive Officer. Mr. Frakes will also continue to serve as the Company’s Chief Financial Officer and Senior Vice President – Finance. In connection with Mr. Frakes appointment as our Interim Chief Executive Officer, effective as of November 7, 2023, we amended the Executive Employment Agreement dated December 12, 2018 with Mr. Frakes to provide Mr. Frakes with an annual base salary of $500,000. Also, effective as of November 7, 2023, Guy F. Cipriani, MBA was appointed as our Senior Vice President and Chief Operating Officer and in connection therewith we amended the Executive Employment Agreement dated January 1, 2020 with Mr. Cipriani to provide Mr. Cipriani with an annual base salary of $390,000.

 

LEASE COMMITMENTS

 

Office, Lab and Manufacturing Space Leases

 

In December 2020, we entered into an agreement to lease approximately 2,823 square feet of office space and 1,807 square feet of laboratory space located at 11555 Sorrento Valley Road, Suite 203, San Diego, California 92121 and 11575 Sorrento Valley Road, Suite 200, San Diego, California 92121, respectively. The agreement carries a term of 63 months and we took possession of the office space effective October 1, 2021. We took possession of the laboratory space effective January 1, 2022. In October 2021, we entered into another lease for approximately 2,655 square feet of space to house our manufacturing operations located at 11588 Sorrento Valley Road, San Diego, California 92121. The term is for 55 months and we took possession of the manufacturing space in August 2022. The current monthly base rent under the office and laboratory component of the lease is $13,772. The current monthly base rent under the manufacturing component of the lease is $12,080.

 

The office, lab and manufacturing leases are coterminous with a remaining term of 42 months. The weighted average discount rate is 4.25%.

 

As of our December 31, 2023 balance sheet, we have a right-of-use lease asset of $951,466.

 

In addition, the lease agreements for the new office, lab and manufacturing space required us to post a standby L/C in favor of the landlord in the aggregate amount of $87,506 in lieu of a security deposit. We arranged for our bank to issue standby L/Cs for the new office and lab in the amounts of $46,726 in the fiscal year ended March 31, 2021 and for the manufacturing space in the amount of $40,780 in the fiscal year ended March 31, 2022. We transferred like amounts to a restricted certificate of deposit which secured the bank’s risk in issuing those L/Cs. We have classified those restricted certificates of deposit on our balance sheet as restricted cash with a balance of $87,506.

  

Mobile Clean Room

 

In addition to the leases described above, we rented a mobile clean room on a short term, month-to-month basis, where we housed our manufacturing operations until our permanent manufacturing space was completed. The mobile clean room was located on leased land near our office and lab and we paid $2,000 per month for the right to locate it there. The arrangement was terminated in September 2022 and the mobile clean room was returned to the vendor that leased it to us.

 

Overall, our rent expense, which is included in general and administrative expenses, approximated $315,000 and $411,000 for the nine month periods ended December 31, 2023 and 2022, respectively.

 

LEGAL MATTERS

 

We may be involved from time to time in various claims, lawsuits, and/or disputes with third parties or breach of contract actions incidental to the normal course of our business operations. We are currently not involved in any litigation or any pending legal proceedings.