Annual report pursuant to Section 13 and 15(d)

Note 9 - Commitments and Contingencies

v3.19.1
Note 9 - Commitments and Contingencies
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]
9.
 
Commitments and Contingencies
 
Clinical trials and product development
 
In the normal course of business, the Company incurs obligations to make future payments as it executes its business plan. These contracts relate to preclinical, clinical and development activities, including the clinical research organization conducting our Phase II clinical trial for acute ischemic stroke. These commitments are subject to significant change and the ultimate amounts due
may
be materially different as these obligations are affected by, among other factors, the number and pace of patients enrolled, the number of clinical study sites, amount of time to complete study enrollments and the time required to finalize the analysis and reporting of study results. Clinical research agreements are generally cancelable upon
30
days’ notice, with the Company’s obligation then limited to costs incurred up to that date. Cancelation terms for product development contracts vary and are generally dependent upon timelines for sourcing research materials and reserving laboratory time. As of
December 31, 2018,
the Company estimates that its outstanding commitments including research and development contracts are approximately
$1.9
million over the next
12
months and approximately
$600,000
in the following
12
months.
 
On
September 11, 2017,
the Company announced the initiation of REMEDY, a
60
-patient Phase II clinical trial evaluating
DM199
in patients with acute ischemic stroke. The study drug (
DM199
or placebo) will be administered as an intravenous infusion within
24
hours of stroke symptom onset, followed by subcutaneous (under the skin) injections later that day and once every
3
days for
21
days. The study is designed to measure safety and tolerability along with multiple tests designed to investigate
DM199’s
therapeutic potential including plasma-based biomarkers and standard functional stroke measures assessed at
90
days post-stroke (Modified Rankin Scale, National Institutes of Health Stroke Scale, Barthel Index, and C-reactive protein, a measure of inflammation).
 
On
February 14, 2019,
the Company announced the
first
enrollment in its Phase Ib dose ranging study in patients with moderate or severe CKD caused by Type I or Type II diabetes. The results from this Phase Ib study will assist us in the design of upcoming Phase II studies in patients suffering from rare diseases and CKD. The
DM199
drug levels from this Phase Ib study will be used to determine the optimal dose levels for testing in the Phase II studies.
 
Additional clinical trials will be subsequently required if the results of the Phase II are positive. However, at this time, we are unable to reasonably estimate the total costs of future trials. Such costs are contingent on and subject to change depending on the results of current and future clinical trials as well as developments in the regulatory requirements. Clinical trial costs are expensed as incurred.
 
Technology license
 
The Company has entered into a license agreement with Catalent Pharma Solutions, LLC (“Catalent”) whereby we have licensed certain gene expression technology and we contract with Catalent for the manufacture of
DM199.
Under the terms of this license, certain milestone and royalty payments
may
become due under this agreement and are dependent upon, among other factors, clinical trials, regulatory approvals and ultimately the successful development of a new drug, the outcome and timing of which is uncertain. As of
December 31, 2018,
two
milestones remain which include
$185,000
due upon the initiation of dosing in our
first
Phase III trial and
$185,000
upon our
first
regulatory approval for commercial sale. Following the launch of our
first
product, we will also incur a royalty of less than
1%
on net sales. The royalty term is indefinite but
may
be canceled by us on
90
days’ prior written notice. The license
may
not
be terminated by Catalent unless we fail to make required milestone and royalty payments. There were
no
amounts due or payable under this agreement during
2018
and
2017.
 
Indemnification of directors and officers
 
The Company, as permitted under laws of the Canada and in accordance with the Company’s by-laws and indemnification agreements, will indemnify and advance expenses to its directors and officers to the fullest extent permitted by law and
may
choose to indemnify other employees or agents from time to time. The Company has secured insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to the Company. As of
December 31, 2018,
there was
no
pending litigation or proceeding involving any director or officer of the Company as to which indemnification is required or permitted, and we are
not
aware of any threatened litigation or proceeding that
may
result in a claim for indemnification. Insofar as indemnification for liabilities arising under the United States Securities Act of
1933,
as amended (the “Securities Act”)
may
be permitted to directors, officers and controlling persons of the Company, the Company has been advised that, in the opinion of the United States Securities and Exchange Commission (the “SEC”), such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company had
not
recorded any liabilities for these obligations as of
December 31, 2018
or
2017.
 
Future minimum lease payments
 
The Company leases certain office space under a non-cancelable operating lease. On
May 3, 2017,
the Company amended the lease agreement to extend its lease term by
42
months, for an expiration date of
August 31, 2022,
and increase its leased space. Rent is expensed on a straight-line basis.
 
Future minimum lease payments under this operating lease are as follows (in thousands):
 
2019
  $
64
 
2020
   
66
 
2021
   
68
 
2022
   
46
 
Total   $
244