Quarterly report pursuant to Section 13 or 15(d)

Related Party Agreements

v3.19.1
Related Party Agreements
3 Months Ended
Mar. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]
Note 4 - Related Party Agreements
 
Annual Stock Dividend and Management Services Agreement with Fortress
 
In connection with the Company’s, Management Services Agreement (the “MSA”) with Fortress for the three months ended March 31, 2019 and 2018, respectively, expenses related to the MSA are recorded 50% in research and development expenses and 50% in general and administrative expenses on the condensed statement of operations.
 
Under the terms of the Second Amended and Restated Founders Agreement, which became effective July 22, 2016, Fortress will receive a grant of shares of our common stock equal to two and one-half percent (2.5%) of the gross amount of any equity or debt financing. On March 29, 2019, the Company issued 108,069 shares of common stock to Fortress, which equaled 2.5% of the gross funded amount of the Horizon Notes. The Company recorded an expense of approximately $0.4 million in general and administrative expenses related to these shares during the three months ended March 31, 2019.
 
City of Hope
 
COH owns 1,000,000 shares of the Company’s Class A common stock and 293,588 shares of the Company’s common stock, representing approximately 4.5% of the Company’s outstanding capital stock, and has the right to appoint a director to the Company’s Board of Directors (the “Board”). As such, the Company considers COH to be a related party, due to the foregoing rights and ownership, as well as the high proportion of the Company’s assets that are licensed from COH.
 
Payable and Accrued Expenses Related Party
 
In the normal course of business Fortress pays for certain expenses on behalf of the Company. Such expenses are recorded as Payable and accrued expenses - related party and are reimbursed to Fortress in the normal course of business.