Related Party Agreements |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Agreements | |
| Related Party Agreements |
Note 3 - Related Party Agreements Founders Agreement and Management Services Agreement with Fortress With respect to the Company’s Management Services Agreement (the “Management Services Agreement”) with Fortress for the three months ended March 31, 2026 and 2025, expenses related to the Management Services Agreement are recorded 50% in research and development expenses and 50% in general and administrative expenses in the Unaudited Statements of Operations. For the three months ended March 31, 2026 and 2025, the Company recorded expense of $0.1 million and $0.1 million, respectively, related to the Management Services Agreement. Under the terms of the Second Amended and Restated Founders Agreement (the “Founders Agreement”), which became effective July 22, 2016, Fortress will receive a grant of shares of the Company’s common stock equal to two and one-half percent (2.5%) of the gross amount of any equity or debt financing. For the three months ended March 31, 2026, the Company did not have any equity or debt financing activities and therefore, did not issue any shares to Fortress. For the three months ended March 31, 2025, the Company issued 67,806 shares to Fortress in connection with equity financings and recorded expense of approximately $0.2 million in general and administrative expenses related to these shares. Annual Stock Dividend
Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Company issued 278,385 shares of common stock to Fortress as the Annual Stock Dividend on January 1, 2026 (as such term is defined in the Certificate of Incorporation), representing 2.5% of the fully-diluted outstanding equity of the Company on December 31, 2025. The value of these shares was recorded as Common stock issuable – Annual Stock Dividend to Fortress in the Statement of Stockholders’ Equity (Deficit) at December 31, 2025. The Company recorded an expense of approximately $0.3 million in research and development expenses related to these issuable shares during the year ended December 31, 2025. Payables and Accrued Expenses Related Party
In the normal course of business Fortress pays certain expenses on behalf of the Company. Such expenses are recorded as payables and accrued expenses - related party and are recorded at the invoiced amount and reimbursed to Fortress in the normal course of business. The Company believes that the difference, if any, between the amounts invoiced and the amounts that would have been incurred if the Company operated as an unaffiliated entity is not material. |