Related Party Transactions
|6 Months Ended|
Dec. 31, 2019
|Related Party Transactions|
|Related Party Transactions||
13. Related Party Transactions
Novici Biotech, LLC
In January 2012, the Company entered into an agreement with Novici in which iBio’s President is a minority stockholder. See Note 8 - Significant Vendors for further details.
Agreements with Eastern Capital Limited and its Affiliates
As more fully discussed in Note 10 - Stockholders' Equity, the Company entered into two share purchase agreements with Eastern and the Standstill Agreement.
Concurrently with the execution of the Purchase Agreements, iBio entered into a contract manufacturing joint venture with the Eastern Affiliate to develop and manufacture plant-made pharmaceuticals through iBio CDMO. The Eastern Affiliate contributed $15.0 million in cash to iBio CDMO, for a 30% interest in iBio CDMO. iBio retained a 70% equity interest in iBio CDMO. As the majority equity holder, iBio has the right to appoint a majority of the members of the Board of Managers that manages the iBio CDMO joint venture. Specified material actions by the joint venture require the consent of iBio and the Eastern Affiliate. iBio contributed to the capital of iBio CDMO a royalty bearing license, which grants iBio CDMO a non-exclusive license to use the iBio’s proprietary technologies for research purposes and an exclusive U.S. license for manufacturing purposes. iBio retains all other rights in its intellectual property, including the right for itself to commercialize products based on its proprietary technologies or to grant licenses to others to do so.
In connection with the joint venture, the Second Eastern Affiliate, which controls the subject property as sublandlord, granted iBio CDMO the Sublease of a Class A life sciences building in Bryan, Texas, located on land owned by the Texas A&M system, designed and equipped for plant-made manufacture of biopharmaceuticals. Accrued expenses at December 31, 2019 and June 30, 2019 due to the Second Eastern Affiliate are $702,000 and $699,000, respectively. General and administrative expenses related to the Second Eastern Affiliate were approximately $165,000 and $304,000 for the three months ended December 31, 2019 and 2018, respectively. Interest expense related to the Second Eastern Affiliate was approximately $615,000 and $476,000 for the three months ended December 31, 2019 and 2018, respectively. The terms of the sublease are described in Note 9 - Finance Lease Obligation.
The Standstill Agreement took effect upon the issuance of the shares to Eastern pursuant to a share purchase agreement for the acquisition of 650,000 shares of common stock. The Standstill Agreement has been amended twice so that Eastern and its controlled affiliates are limited to its beneficial ownership of the Company’s outstanding shares of common stock to a maximum of 48%, absent approval by a majority of the Company’s Board of Directors. Eastern agreed to extend the standstill restrictions for two (2) additional years beginning with the date of Eastern’s or its controlled affiliate’s purchase of securities in the public offering with Alliance. See Note 10 - Stockholders' Equity for further information.
On February 23, 2017, the Company entered into an exchange agreement with the Eastern Affiliate pursuant to which the Company acquired substantially all of the interest in iBio CDMO held by the Eastern Affiliate and issued one share of the Preferred Tracking Stock in exchange for 29,990,000 units of limited liability company interests of iBio CDMO held by the Eastern Affiliate at an original issue price of $13 million. After giving effect to the transactions in the Exchange Agreement, the Company owns 99.99% of iBio CDMO and the Eastern Affiliate owns 0.01% of iBio CDMO.
Director Consulting Agreement
Effective as of May 1, 2019, the Company entered into a Statement of Work (the “May 1, 2019 SOW”) pursuant to a Consulting Agreement, dated as of February 22, 2019, between the Company and i.e. Advising, LLC (the “Consultant”). Thomas Isett, a director of the Company, is the Managing Director and sole owner of the Consultant. The Consultant has been retained by the Company as a strategy and management consultant through December 31, 2020, with services to be provided pursuant to statements of work that may be entered into between the Company and Consultant from time to time. The May 1, 2019 SOW (the “Initial SOW”) had a term from May 1, 2019 to August 31, 2019. Subsequent amendments have been executed extending the term through December 31, 2020. The engagement is being conducted on a retainer basis for the director, as the primary engagement resource, at a rate of $40,000 per month, and on a time and materials basis for all other engagement resources provided by Consultant, which are billable at the rate of $85.00 to $1,000 per hour. Consulting expenses totaled approximately $138,000 and $288,000 for the three and six months ended December 31, 2019 , respectively. At December 31 2019 and June 30, 2019, the Company owed the Consultant $0 and $60,000, respectively.
On December 1, 2019, the Consultant and the Company entered into an additional Statement of Work which provides that the Consultant is entitled to a bonus of 3% to 4.5% of the transaction value if the Company or any of its assets are sold during the term of the Statement of Work, which ends on December 31, 2020.
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef