Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

v3.22.1
Related Party Transactions
3 Months Ended
Mar. 31, 2022
Related Party Transactions  
Related Party Transactions

13. Related Party Transactions

The Company’s Chairman, President and Chief Executive Officer, individually and through certain trusts over which he has voting and dispositive control, beneficially owned approximately 10.9% of the Company’s issued and outstanding Common Stock as of March 31, 2022. The Company’s Executive Vice Chairman, Strategic Development owns approximately 11.6% of the Company’s issued and outstanding Common Stock as of March 31, 2022.

Shared Services Agreement with TG Therapeutics, Inc (“TGTX”)

In July 2015, TGTX and the Company entered into an arrangement to share the cost of certain research and development employees. The Company’s Executive Vice Chairman, Strategic Development, is Executive Chairman and Interim Chief Executive Officer of TGTX. Under the terms of the Agreement, TGTX will reimburse the Company for the salary and benefit costs associated with these employees based upon actual hours worked on TGTX related projects. In connection with the shared services agreement, the Company invoiced TGTX $0.1 million and $0.1 million, and received payments of $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively.

Shared Services Agreement with Journey

On November 12, 2021, Journey and the Company entered into an arrangement to share the cost of certain legal, finance, regulatory, and research and development employees. The Company’s Executive Chairman and Chief Executive Officer is the Executive Chairman of Journey. Under the terms of the arrangement, Journey began reimbursing the Company for the salary and benefit costs associated with these employees based upon actual hours worked on Journey related projects following the completion of their initial public offering in November 2021. For the three months ended March 31, 2022, the Company’s employees have provided services to Journey totaling approximately $0.1 million.  

Desk Share Agreement with TGTX

The Desk Share Agreement with TGTX, as amended, requires TGTX to pay 65% of the average annual rent for the New York, NY office space. In connection with the Company’s Desk Share Agreement with TGTX for the three months ended March 31, 2022 and 2021, the Company had paid $0.9 million and $0.7 million in rent, respectively, and invoiced TGTX approximately $0.5 million and $0.4 million, respectively, for their prorated share of the rent base. At March 31, 2022, there were no amounts due from TGTX related to this arrangement.

As of July 1, 2018, TGTX employees began to occupy desks in the Waltham, MA office under the Desk Share Agreement. TGTX began to pay their share of the rent based on actual percentage of the office space occupied on a month by month basis. For the three months

ended March 31, 2022 and 2021, the Company had paid approximately $0.1 million and $0.1 million in rent for the Waltham, MA office, and invoiced TGTX approximately $20,000 and $28,000, respectively.

Founders Agreement

The Company has entered into Founders Agreements and, in some cases, exchange agreements with certain of its subsidiaries as described in the 2021 Form 10-K. The following table summarizes, by partner company, the effective date of the Founders Agreements and Payment-in-Kind (“PIK”) dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, exchange agreements, and the subsidiaries' certificates of incorporation:

PIK Dividend as

a % of fully

diluted

outstanding

Class of Stock

Partner Company

    

Effective Date 1

    

capitalization

    

Issued

Aevitas

July 28, 2017

 

2.5

%  

Common Stock

Avenue

February 17, 2015

 

0.0

%2  

Common Stock

Baergic

December 17, 2019 4

2.5

%  

Common Stock

Cellvation

October 31, 2016

 

2.5

%  

Common Stock

Checkpoint

March 17, 2015

 

0.0

%3  

Common Stock

Cyprium

March 13, 2017

 

2.5

%  

Common Stock

Helocyte

March 20, 2015

 

2.5

%  

Common Stock

Mustang

March 13, 2015

 

2.5

%  

Common Stock

Oncogenuity

April 22, 2020 4

2.5

%

Common Stock

UR-1

November 7, 2017 4

 

2.5

%  

Common Stock

Note 1:

Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year.

Note 2:

PIK dividends in Avenue will not be paid or accrued so long as InvaGen Pharmaceuticals Inc. (“InvaGen”) retains certain rights under that certain Stockholders Agreement, dated as of November 12, 2018, by and among the Company, Avenue, InvaGen and the other stockholder parties thereto (the “Avenue Stockholders Agreement”).

Note 3:

Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization.

Note 4:

Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product.

Management Services Agreements

The Company has entered in Management Services Agreements (the “MSAs”) with certain of its partner companies as described in the 2021 Form 10-K. The following table summarizes the effective date of the MSA and the annual consulting fee payable by the partner company to the Company in quarterly installments:

Annual MSA Fee

Partner company

    

Effective Date

    

(Income)/Expense

Aevitas

July 28, 2017

$

500

Avenue 1

February 17, 2015

 

Baergic

March 9, 2017

 

500

Cellvation

October 31, 2016

 

500

Checkpoint

March 17, 2015

 

500

Cyprium

March 13, 2017

 

500

Helocyte

March 20, 2015

500

Mustang

March 13, 2015

 

1,000

Oncogenuity

February 10, 2017

500

UR-1

November 7, 2017

500

Fortress

 

(5,000)

Consolidated (Income)/Expense

$

Note 1:

MSA fees from Avenue will not be paid or accrued so long as InvaGen retains certain rights under the Avenue Stockholders Agreement.