Annual report pursuant to Section 13 and 15(d)

Commitments and Contingencies

v3.7.0.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Note 10 - Commitments and Contingencies

a) Walloon Region Grant

 

On March 16, 2010, the Company entered into an agreement with the Walloon Region government in Belgium wherein the Walloon Region would fund up to a maximum of $1,102,045 (€1,048,020) to help fund the research endeavors of the Company in the area of CRC. The Company had received the entirety of these funds in respect of approved expenditures as of March 31, 2014. Under the terms of the agreement, the Company is due to repay $330,614 (€314,406) of this amount by installments over the period June 30, 2014 to June 30, 2023. The Company has recorded the balance of $771,432 (€733,614) to other income as there is no obligation to repay this amount. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6 percent royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of $330,614 (€314,406) and the 6 percent royalty on revenue, is twice the amount of funding received. As at December 31, 2016, $239,129 (€227,406) was outstanding to be repaid to the Walloon Region under this agreement.

 

b) Consulting Agreement

 

On May 11, 2016, Singapore Volition, upon the review and approval by the Company’s Compensation Committee, entered into a consultancy agreement with PB Commodities Pte Ltd (“PB Commodities”), for the services of Cameron Reynolds (the “2016 Reynolds Consulting Agreement”). Under the terms of the 2016 Reynolds Consulting Agreement, PB Commodities shall receive $25,925 per month for the services provided to Singapore Volition by Mr. Reynolds on its behalf. The 2016 Reynolds Consulting Agreement replaced and terminated the existing consultancy agreement for the provision of office space, office support staff, and consultancy services between Singapore Volition and PB Commodities dated August 6, 2010, as amended.

 

c) Lease Obligations Payable

 

The Company leases three Tecan machines (automated liquid handling robots) under a lease classified as a capital lease. The total cost of this leased laboratory equipment is $578,830 (€550,454). The leased equipment is amortized on a straight line basis over five years. Total accumulated depreciation related to the leased equipment is $183,296 (€174,310) for the year ended December 31, 2016 and $70,038 (€64,220) for the year ended December 31, 2015.

 

On October 4, 2016, and effective on October 25, 2016, Belgian Volition entered into a Real Estate Capital Lease Agreement (the “Capital Lease Agreement”) with ING Asset Finance Belgium S.A. (“ING”). The Capital Lease Agreement became a contractual obligation of Belgian Volition upon the execution of the Deed of Sale to acquire the Company’s new research and development facility described below. Pursuant to the Capital Lease Agreement, ING paid $1.18 million (€1.12 million) in return for Belgian Volition granting to ING a right of emphyteusis (a form of leasehold) on the property located in the Belgian Créalys zoning at 5032 Isnes-Spy, Rue Phocas Lejeune 22, Gembloux cadastre, 8th division, Section B, n 55 (the “Property”) for a period of 27 years, extendable to the authorized maximum legal term of 99 years. In addition, the Capital Lease Agreement provides that ING shall grant Belgian Volition a 15-year lease over the Property with an option for Belgian Volition to purchase the Property outright upon payment of $35,332 (€33,600) at the end of the lease. The Capital Lease Agreement provides that Belgian Volition shall make the first lease payment of $462,682 (€440,000) following the execution of the Capital Lease Agreement, and then quarterly lease payments of approximately $14,143 (€13,450), based on a fixed rate of 2.62% for the term of the lease. On October 25, 2016, Belgian Volition acquired the Property by entering into a Deed of Sale to the Sale Agreement with Gerard Dekoninck S.A. The purchase price for the Property consisted of $1.3 million (€1.2 million), exclusive of any closing costs (the “Purchase Price”). The Purchase Price was funded by Belgian Volition with cash on hand and the monies received under the Capital Lease Agreement. At December 31, 2016, the Property had not been amortized, as the asset had not been placed into service. Occupation of the Property is expected to occur in March 2017.

 

On October 25, 2016, Belgian Volition entered into an additional Capital Lease agreement with ING for an amount up to a maximum of $283,919 (€270,000) to fund building improvements of the above Property. This additional Capital Lease provides for a 15-year term, with payments commencing on March 31, 2017, a fixed interest rate to be determined on March 31, 2017, with quarterly instalments, payable in advance and interest only payments on the amount drawn until March 31, 2017. The liability will take effect, upon receipt by ING of the first invoice for building improvements and will be drawn down in increments of at least $31,547 (€30,000). At December 31, 2016, the liability had not yet taken effect.

 

 

The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum payments as of December 31, 2016.

 

2017   $ 143,157  
2018   $ 143,156  
2019   $ 143,157  
2020   $ 98,429  
2021   $ 56,560  
Greater than 5 years   $ 586,786  
Total minimum lease payments   $ 1,171,245  
Less: Amount representing interest   $ 162,419  
         
Present value of minimum lease payments   $ 1,008,826  

 

The Company also leases premises, facilities and motor vehicles under operating leases with terms ranging from 12 months to 36 months. The annual non-cancelable operating lease payments on these leases are as follows:

 

2017   $ 189,610  
2018   $ 161,049  
Thereafter   $ 61,088  
         
Total   $ 411,747  

 

d) Bonn University Agreement

 

On July 11, 2012, the Company entered into a collaborative research agreement with Bonn University, Germany, relating to a program of samples testing. The agreement was for a period of two years from June 1, 2012 to May 31, 2014. The total payments made by the Company in accordance with the agreement were $410,105 (€390,000). On April 16, 2014, the Company entered into a two-year extension of this agreement through May 31, 2016. The total payments made by the Company in accordance with the extension of the agreement were $410,105 (€390,000). On May 25, 2016, the Company entered into a further extension to the agreement through May 31, 2017. The total payments to be made by the Company in accordance with the extension of the agreement are $220,826 (€210,000).

 

e) Hvidovre Hospital, Denmark Agreements

 

On August 8, 2014, the Company entered into an agreement with Hvidovre Hospital, University of Copenhagen in Denmark, relating to a program of samples testing associated with CRC. It will run for a period of two years to August 8, 2016. Total payments (inclusive of local taxes) to be made under the agreement are $1,448,336 (DKR 10,245,000). On April 15, 2015, the Company amended the aforementioned collaborative research agreement with an additional commitment for samples costing $50,000, to be provided over a two year period, expiring on April 15, 2017.

 

On November 2, 2016, the Company entered into a clinical research agreement with Hvidovre Hospital, University of Copenhagen in Denmark, relating to a program of samples testing associated with CRC and other diseases. The first phase of the agreement will expire on September 30, 2018 and the Company may participate in additional phases upon its election (and payment of required amounts). Total payments (inclusive of local taxes) to be made by the Company under the agreement for the first phase are $2,120,550 (DKR 15,000,000).

 

f) Long Term Debt: Preface S.A. Loan Agreement

 

On September 16, 2016, Belgian Volition SPRL (“Belgian Volition”) entered into an unsecured loan agreement with Namur Invest or Preface S.A. for the amount of $478,700 (€440,000) (the “Loan Agreement”). The proceeds from the Loan Agreement were received by Belgian Volition on October 20, 2016. The Loan Agreement provides for an approximate 7-year term, a fixed interest rate at 4.85%, and interest only payments between the receipt of proceeds and June 30, 2017. The proceeds from this Loan Agreement were used for the first payment on the Real Estate Capital Lease Agreement. See Note 10(c) for additional details.

 

g) Legal Proceedings

 

There are no legal proceedings which the Company believes will have a material adverse effect on its financial position.