COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | | 7 | commitments and contingencies | | |
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Commitments: |
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Sponsored Research Arrangements: |
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We entered into a number of sponsored research agreements during 2014, primarily, which require us to make future payments as follows: |
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2015 (remaining) | | $ | 239 | |
2016 | | | 150 | |
Total | | $ | 389 | |
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Research, License, and Option to License Arrangements |
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The Company is a party to various agreements which obligate it to make certain payments: |
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Acquiring Engineered Skin Substitute Intellectual Property - Lonza Walkersville |
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On March 27, 2015, the Company entered into a third amendment to the Lonza Option Agreement that further extended the Option period from March 31, 2015 to August 31, 2015, on a month-by-month basis. In connection with this third amendment, the Company will make additional periodic payments to Lonza, a portion of which will fund Lonza’s continuing Engineering Skin Substitute (“ESS”) development activity. Upon execution of this third amendment, the Company paid $350 to Lonza on March 31, 2015 and will pay the following additional amounts to Lonza until the earlier of such time as the Option is exercised or August 31, 2015: |
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| · | $400 on April 30, 2015 for the option period of April 1, 2015 to April 30, 2015, | | |
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| · | $600 on May 31, 2015 for the option period of May 1, 2015 to May 31, 2015, | | |
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| · | $600 on June 30, 2015 for the option period of June 1, 2015 to June 30, 2015 and | | |
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| · | $600 on July 31, 2015 for the option period of July 1, 2015 to July 31 2015 | | |
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If the Company exercises the Option and consummates the SPA prior to any option payment being due, then no further payment(s) shall be required. In the event the SPA is not consummated, then the Company will incur a $1,000 break-up fee payable to Lonza. |
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Regenicin Asset Purchase Agreement |
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The second step in the acquisition of ESS required the Company to enter into an Asset Purchase Agreement (the “Regenicin APA”) with Regenicin, Inc. (“Regenicin”) and other interested parties under which the Company agreed to acquire certain assets of Regenicin (the “Assets”), including (i) rights to a lawsuit that Regenicin brought against Lonza (the “Litigation”), and (ii) all intellectual property rights held by Regenicin related to any engineered skin technology for the treatment of severe burns in humans, including any related trademarks. The Regenicin APA was executed October 27, 2014. As consideration to Regenicin, the Company agreed to pay to Regenicin a total of $3,600 and 37,500,000 shares of Amarantus common stock. The shares were issued to Regenicin in November 2014 (valued at approximately $3,000), along with cash payments of $1,100. The remaining cash payments of $2,500 due to Regenicin under the Regenicin APA were paid by the end of February 2015. The asset purchase was recorded at its fair value as in-process research and development expense in the statement of operations. |
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Compensatory Arrangements of Certain Officers: |
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Gerald E. Commissiong: |
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Effective October 6, 2014, the Company entered into an employment letter with Gerald E. Commissiong pursuant to the employment letter Mr. Commissiong will continue to serve as the Company’s President and Chief Executive Officer. |
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Pursuant to the Employment Letter, Mr. Commissiong shall be entitled to an initial base salary (“Base Salary”) of $225 per year, which shall automatically increase to $338 per year upon the Company becoming listed on the NASDAQ Stock Market. In addition to the Base Salary, Mr. Commisiong shall be eligible for a performance bonus of up to 35% of his Base Salary, which shall be based upon certain milestones set by the Company’s Board of Directors in their sole discretion. The Employment Letter provides for the payment of a signing bonus of $50, which was paid in 2014. |
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In addition, pursuant to the Employment Letter, the Company granted Mr. Commissiong stock options to purchase five million (5,000,000) shares of the Company’s common stock at a per share price equal to fair market value on the date of the grant, subject to a four year vesting schedule as described in the Employment Letter. |
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Mr. Commissiong’s employment with the Company will be “at will”. Should Mr. Commissiong’s employment with the Company be terminated by the Company for a reason other than for “Cause” (as defined in the Employment Letter) or Mr. Commissiong terminates his employment with the Company for “Good Reason” (as defined in the Employment Letter), Mr. Commissiong shall, upon execution of a release agreement with the Company, be entitled to receive as severance: (i) one year of his then Base Salary to be paid in the form of monthly salary continuation, (ii) one year of continued coverage under the Company’s health care benefit package, (iii) a full performance bonus equal to 35% of his then Base Salary, and (iv) immediate acceleration of 25% of all outstanding unvested equity awards then held by Mr. Commissiong. |
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Should Mr. Commissiong’s employment with the Company be terminated by the Company for a reason other than for “Cause” or Mr. Commissiong terminates his employment with the Company for “Good Reason” in connection with or during the twelve (12) month period immediately following the effective date of a “Change in Control” (as defined in the Employment Letter), and provided such termination constitutes a “separation from service” as that term is defined pursuant to the Treasury Regulation Section 1-409A-1(h), in addition to the severance package as described above, Mr. Commissiong shall be entitled to have all outstanding unvested equity awards then held by Mr. Commissiong become fully vested and, if applicable, exercisable. |
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John W. Commissiong, PhD: |
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Effective December 31, 2014 the Company entered into an employment letter with John W. Commissiong, PhD, pursuant to the employment letter Dr. Commissiong will continue to serve as the Company’s Chief Scientific Officer, with an initial term of one year. After the initial term Dr. Commissiong’s employment with the Company shall be on an “at will” basis. |
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Dr. Commissiong’s initial annual base salary shall be $175 per year, upon the Company’s “up-listing” to a National Listing, his annual Base Salary will immediately be increased to $266. Mr. Commissiong also will receive the Company’s standard employee benefits. |
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Additionally, Dr. Commissiong will be eligible to earn a discretionary Performance Bonus of up to 30% of his base salary. This Performance Bonus is conditioned upon satisfaction, in the Company’s sole discretion, of the Performance Bonus Conditions to be proposed by the CEO and agreed with the Company Compensation Committee. |
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The Company also provided Dr. Commissiong you with a Signing Bonus of $10, less standard deductions and withholdings, within ten (10) days of execution of the Employment Agreement. |
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In addition, the Company will grant Dr. Commissiong a stock option to purchase 3,500,000 shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Company’s Board of Directors. |
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