Annual report pursuant to Section 13 and 15(d)

Commitments and Contingencies

v3.8.0.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2017
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 €1,048,020 Euros to help the research endeavors of the Company in the area of colorectal cancer (“CRC”). The Company had received the entirety of these funds in respect of approved expenditures as of June 30, 2014. Under the terms of the agreement, the Company is due to repay €314,406 Euros of this amount by installments over the period from June 30, 2014 to June 30, 2023. The Company has recorded the balance of €733,614 Euros to other income in previous years 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% 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 €314,406 Euros and the 6% royalty on revenue, is twice the amount of funding received.

 

As at December 31, 2017, $230,509 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. The 2016 Reynolds Consulting Agreement was terminated on March 31, 2017 in connection with Mr. Reynolds entering into an Employment Agreement with Volition Diagnostics UK Limited, effective April 1, 2017.

 

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 €571,506 Euros. The leased equipment is amortized on a straight-line basis over five years. Total accumulated depreciation related to the leased equipment is $346,866 for the year ended December 31, 2017 and $183,296 for the year ended December 31, 2016.

 

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 €1.12 million Euros 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 €33,600 Euros at the end of the lease. The Capital Lease Agreement provides that Belgian Volition shall make the first lease payment of €440,000 Euros following the execution of the Capital Lease Agreement, and then quarterly lease payments of approximately €13,450 Euros, 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 €1.2 million Euros 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. The Company occupied the Property commencing in March 2017. Total depreciation charged to the income statement, related to the leased building was $43,633 for the year ended December 31, 2017 and $nil for the year ended December 31, 2016.

 

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, 2017.

 

2018   $ 163,100  
2019   $ 163,100  
2020   $ 112,141  
2021   $ 64,439  
2022   $ 64,438  
Greater than 5 years   $ 604,092  
Total minimum lease payments   $ 1,171,310  
Less: Amount representing interest   $ (157,542 )
         
Present value of minimum lease payments   $ 1,013,768  

 

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:

 

2018   $ 214,152  
2019   $ 64,249  
2020   $ 51,022  
2021   $ 13,982  
         
Total   $ 343,405  

 

d) Hvidovre Hospital, Denmark Agreements

 

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. This 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 DKR 15,000,000. As of December 31, 2017, approximately $1.03 million is still to be paid by the Company for the first phase by September 2018.

 

e) Munich University Agreement

 

On August 16, 2016, the Company entered into a collaborative research agreement with Munich University, Germany, relating to a program of samples testing. The agreement is for a period of three years from August 1, 2017 to July 31, 2020. The total payments payable by the Company in accordance with the agreement are €360,000 Euros. As of December 31, 2017, approximately $431,294 is still to be paid by the Company under this agreement.

 

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

 

On September 16, 2016, Belgian Volition entered into an unsecured loan agreement with Namur Invest or Preface S.A. for the amount of €440,000 Euros (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. As of December 31 2017, the balance payable in principal and interest was $492,212 and $76,072, respectively.

 

On May 2, 2017, Belgian Volition entered into an additional unsecured loan agreement with Namur Invest or Preface S.A. for the amount of €350,000 Euros (the “May 2017 Loan Agreement”). The May 2017 Loan Agreement provides for an approximate 3.5-year repayment term, a fixed interest rate at 4.00% and interest only payments between the receipt of proceeds and December 31, 2017. Thereafter, the May 2017 Loan Agreement requires monthly payments of €8,944 Euros. The proceeds from the May 2017 Loan Agreement will be used to fund a pathway study for– the Nu.Q Colorectal Cancer Screening Triage Test and other diagnostic products. As of December 31., 2017, the balance payable in principal and interest was $419,314 and $30,734 respectively.

 

g) Long Term Debt: ING Loan Agreement

 

On October 25, 2016, Belgian Volition entered into a secured loan agreement with ING for an amount up to €270,000 Euros (the “Supplemental Loan”). The Supplemental Loan provides for a 15-year term commencing on March 31, 2017, a fixed interest rate at 2.96%, and quarterly repayments of €5,536 Euros, commencing on April 28, 2017. The maximum amount of the loan facility had been drawn down by Belgian Volition by the loan commencement date of March 31, 2017 and interest only payments were made from the initial draw down of the loan until September 30, 2017. The proceeds of the Supplemental Loan were used to finance the construction of a laboratory in the new research and development facility. See Note 10 (c) for additional details. As of December 31, 2017, the balance payable in principal and interest was $306,030 and $65,405 respectively.

 

h) Clinical Study Agreement with the University of Michigan

 

On July 17, 2017, Volition America entered into a Clinical Study Agreement with the Regents of the University of Michigan, (the “University of Michigan”), with regards to Volition America’s participation, with the University of Michigan and the National Cancer Institute Early Detection Research Network (“EDRN”), in a clinical study (the “University of Michigan Clinical Study Agreement”) involving approximately 13,500 samples. The enrollment period and sample collection is anticipated to take up to 3 years to complete. The total maximum payment due by Volition America in accordance with the agreement is $3 million spread over 12 equal quarterly installments of $250,000. As of December 31, 2017, $500,000 of costs have been incurred. The foregoing description of the University of Michigan Clinical Study Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33.

 

i) National University Hospital Singapore. Agreement

 

On July 15, 2017, the Company entered into a research collaboration with the National University of Singapore for cohorts in development of a CRC blood test. The agreement is for a period of two years from July 2017 to July 2019. The total payments payable by the Company in accordance with the agreement are $48,000. For the period ended December 2017, $38,400 has been paid and $9,600 is still payable by the Company under this agreement.

 

j) Straight Loan: ING Loan Agreement

 

On August 28, 2017, Belgian Volition received prefunding of €200,000 Euros from ING, pursuant to a loan agreement (the “Straight Loan Agreement”) entered into on December 13, 2016 and repayable upon receipt of grants for investment in Créalys business park from the Walloon Region. The term of the Straight Loan Agreement is until July 2018, on a rolling monthly basis at an interest rate of the Euribor rate + 2%. The proceeds of the Straight Loan Agreement were used to finance the investment in the Créalys business park. As of December 31, 2017, the balance payable in principal and interest was $239,608 and $9,584 respectively.

 

k) Long Term Debt: SOFINEX Loan Agreement

 

On September 20, 2017, VolitionRX and Belgian Volition entered into an unsecured loan agreement with SOFINEX, a Belgian public organization focused on the internationalization of Walloon companies, for an amount up to €1,000,000 Euros with draws of up to €250,000 Euros every six months through June 2019. The loan agreement provides for a 7-year repayment term, with a grace period for principal payments until December 31, 2019, and a fixed interest rate of 4.5%. As of December 31, 2017, €250,000 Euros cash has been drawn down under this agreement. As of December 31, 2017, the balance payable in principal and interest was $299,510 and $0 respectively.

 

l) Legal Proceedings

 

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