License Agreements |
6 Months Ended | ||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||
| License Agreements | |||||||||||||||||||||
| License Agreements |
6License Agreements PRIDCor License Agreement On April 21, 2026, the Company entered an Exclusive License Agreement (the “License Agreement”) for a global development and commercialization partnership with PRIDCor Therapeutics, LLC (“PRIDCor”), for the Company’s anti-viral candidates, IMC-1 and IMC-2. Under the PRIDCor License Agreement, PRIDCor will be fully responsible for financing and executing future development, commercialization and intellectual property maintenance for both IMC-1 and IMC-2. In exchange, the Company is entitled to a tiered royalty on net sales of up to 15% upon commercialization of IMC-1 or IMC-2, 10% of PRIDCor’s initial Series A financing and 9% of all other future capital raised by PRIDCor to advance IMC-1 or IMC-2, future PRIDCor partnership-related development and regulatory payments associated with IMC-1 or IMC-2, and Exit Consideration upon a PRIDCor change-of-control, asset sale, or initial public offering, capped at $100 million. PRIDCor is responsible for all future development, regulatory sponsorship, patent maintenance and know-how for the licensed products. Further, the Company has no future obligation to continue the research and development, support further clinical trials or support marketing related to the licensed products. PRIDCor is receiving the license as it exists at the effective date, and the license is considered a point-in-time functional license under ASC 606. The license can be used by the customer immediately upon commencement of the license term and therefore revenue will be recognized at a point in time. As of June 30, 2026, the Company did not have an unconditional right to receive any cash proceeds under the PRIDCor License Agreement. As all fees to be received under the PRIDCor License Agreement are contingent upon third-party actions (including FDA approval of IMC-1 and IMC-2), the Company concluded that the transaction price of the PRIDCor License Agreement is zero as of June 30, 2026, and no revenue has been recognized. Serpin License Agreement On September 29, 2025, the Company entered into an Exclusive Licensing Agreement (the “Licensing Agreement”) with Serpin Pharma Inc. (“Serpin Pharma”) and Rejuvenation Labs, Inc. (“Rejuvenation” and, together with Serpin Pharma, “Serpin”), pursuant to which Serpin granted the Company a royalty-free, sublicensable global license to develop Serpin Pharma’s intravenous formulation of SP16. SP16 is a first-in-class low density lipoprotein receptor-related protein-1 (LRP1) agonist which has demonstrated both anti-inflammatory, immunomodulatory and neural repair activity that has the potential to treat chemotherapy-induced peripheral neuropathy. In consideration of the Licensing Agreement, the Company issued shares of common stock and Series A-2 Non-Voting Convertible Preferred Stock (the “Series A-2 Preferred Stock”) to Serpin Pharma and Rejuvenation. The Licensing Agreement was treated as an asset acquisition and expensed in research and development expense in September 2025 as acquired IPR&D. Consideration paid is comprised of the estimated fair value of various securities issued including the Series A-2 Preferred Stock and Common Stock issued to Serpin Pharma and Rejuvenation. See Note 11 – “Stockholders’ Equity.” The fair value of the consideration totaled approximately $12.0 million, summarized as follows:
University of Alabama License Agreement The Company entered into a Know-How License Agreement (the “Agreement”) with the University of Alabama (“UA”) in 2012. In consideration for the Agreement, UA received a 10% non-voting membership interest in the Company. Upon the adoption of the Second Amended and Restated Operating Agreement (the “Amended Operating Agreement”) on May 1, 2020, the non-voting membership interest converted to a voting membership interest. In conjunction with the Corporate Conversion, all of the Company’s outstanding membership interest converted into shares of Common Stock. The Agreement is in effect for 25 years and will terminate on June 1, 2037. |