Annual report pursuant to Section 13 and 15(d)

Related Party Transactions (Tables)

v3.22.1
Related Party Transactions (Tables)
12 Months Ended
Dec. 31, 2021
Related Party Transactions  
Schedule of effective date and PIK dividend or equity fee payable

The following table summarizes, by subsidiary, the effective date of the Founders Agreements and PIK dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the partner companies’ certificates of incorporation.

PIK Dividend as

a % of fully

diluted

outstanding

Class of Stock

Partner Company

    

Effective Date 1

    

capitalization

    

Issued

Aevitas

July 28, 2017

 

2.5

%  

Common Stock

Avenue

February 17, 2015

 

0.0

%2  

Common Stock

Baergic

December 17, 2019 4

2.5

%  

Common Stock

Cellvation

October 31, 2016

 

2.5

%  

Common Stock

Checkpoint

March 17, 2015

 

0.0

%3  

Common Stock

Cyprium

March 13, 2017

 

2.5

%  

Common Stock

Helocyte

March 20, 2015

 

2.5

%  

Common Stock

Mustang

March 13, 2015

 

2.5

%  

Common Stock

Oncogenuity

April 22, 2020 4

2.5

%

Common Stock

UR-1

November 7, 2017 4

 

2.5

%  

Common Stock

Note 1:

Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year.

Note 2:

Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the Avenue SPMA PIK dividends will not be paid or accrued.

Note 3:

Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization.

Note 4:

Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product.

Dividends Declared

The following table summarizes, by subsidiary, the PIK dividend or equity fee recorded by the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the partner companies’ certificates of incorporation for the years ended December 31, 2021 and 2020 ($ in thousands):

PIK Dividend

Year Ended

Year Ended

Partner company

    

Date

    

December 31, 20211

    

December 31, 2020

Aevitas

January 1

$

22

$

11

Baergic

 

January 1

 

10

 

10

Cellvation

 

January 1

 

9

 

7

Checkpoint

 

January 1

 

6,598

 

4,617

Cyprium

 

January 1

 

1,304

 

711

Helocyte

 

January 1

 

141

 

138

Mustang

 

January 1

 

4,212

 

7,577

Oncogenuity

 

January 1

 

5

 

UR-1

26

Fortress

 

(12,327)

 

(13,071)

Total

$

$

Note 1:   Includes 2022 PIK dividend accrued for the year ended December 31, 2021, as Type 1 subsequent event.

Schedule of effective date and annual consulting fee payable by the subsidiary to the Company

The following table summarizes, by partner company, the effective date of the MSA and the annual consulting fee payable by the subsidiary to the Company in quarterly installments ($ in thousands):

Year Ended December 31, 

Partner company

    

Effective Date

    

2021

    

2020

Aevitas

July 28, 2017

$

500

$

500

Avenue 1

February 17, 2015

 

 

Baergic

March 9, 2017

 

500

 

500

Cellvation

October 31, 2016

 

500

 

500

Checkpoint

March 17, 2015

 

500

 

500

Cyprium

March 13, 2017

 

500

 

500

Helocyte

March 20, 2015

500

500

Mustang

March 13, 2015

 

500

 

500

Oncogenuity

February 10, 2017

500

500

UR-1

November 7, 2017

500

Fortress

 

(4,500)

 

(4,000)

Consolidated (Income)/Expense

$

$

Note 1:   Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the Avenue SPMA fees under the MSA will not be due or accrued.