Quarterly report pursuant to Section 13 or 15(d)

EQUITY INVESTMENT

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EQUITY INVESTMENT
6 Months Ended
Jun. 30, 2020
EQUITY INVESTMENT  
NOTE J - EQUITY INVESTMENT

On December 18, 2018, the Company agreed to make an investment of up to $5,000,000 in ILiAD Biotechnologies, LLC (“ILiAD”), a privately held development stage biotechnology company dedicated to the prevention of human disease caused by Bordetella pertussis with a current focus on its proprietary intranasal vaccine, BPZE1, for the prevention of pertussis (whooping cough). The investment by the Company was part of a financing of up to approximately $16,200,000 of Class C units of ILiAD. The Company made an initial investment of $2,500,000 at the initial closing in December 2018 which was followed by additional investments of $1,000,000 and $1,500,000 in May and August 2019, respectively, which were triggered by ILiAD’s receipt of an “allowed to proceed” notice from the FDA permitting ILiAD to advance to the phase 2b clinical study of its BPZE1 vaccine. In connection with its investment, the Company’s Chairman and Chief Executive Officer obtained a seat on ILiAD’s Board of Managers and receives the same compensation for service on the Board of Managers as other non-management Board members. The Company incurred approximately $41,000 of advisory and legal expenses in conjunction with its equity investment in ILiAD which have been capitalized as a component of the equity investment carrying value.

 

In April 2020, ILiAD advised its equity holders, including the Company, that it had received results from the Phase 2b study of BPZE1 which indicated excellent safety and colonization results. ILiAD further advised that it does not yet have final results for immunological data as certain aspects of laboratory assays (tests to measure antibodies) require further analysis. At June 30, 2020, the Company owned approximately 9.5% of the outstanding units of ILiAD on a non-fully diluted basis and 8.3% of the outstanding units on a fully diluted basis (after giving effect to the exercise of all outstanding options and warrants).

 

The Company’s investment in ILiAD is accounted for as an equity method investment in accordance with ASC 323, Investments — Equity Method and Joint Ventures as the Company has the ability to exercise significant influence, but not control, over ILiAD. The Company’s investment in ILiAD is measured at cost minus impairment, if any, plus or minus the Company’s share of ILiAD’s income or loss. The Company’s proportionate share of the income or loss from its investment in ILiAD is recognized on a one-quarter lag. At March 31, 2020, the Company owned approximately 9.5% of the outstanding units of ILiAD on a non-fully diluted basis. For the three and six months ended June 30, 2020, the Company recorded a net loss from its equity investment in ILiAD totaling $205,000 and $498,000, respectively.

 

The difference between the Company’s share of equity in ILiAD’s net assets and the equity investment carrying value reported on the Company’s condensed consolidated balance sheet at June 30, 2020 is due to an excess amount paid over the book value of the investment totaling approximately $5,000,000 which is accounted for as equity method goodwill.