Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions

Related Party Transactions

16. Related Party Transactions

On May 6, 2024, the Company closed a registered direct offering which resulted in gross proceeds of approximately $30.6 million. The financing consisted of the sale of 13,512,699 shares of common stock and accompanying common stock warrants to purchase 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $1.7312 per share, and the sale of pre-funded warrants to purchase 4,144,085 shares of common stock and accompanying common warrants to purchase 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $1.7311 per share. The common warrants have an exercise price of $3.50 per share of common stock (or $3.4999 per pre-funded warrant in lieu thereof), are exercisable at any time after the date of issuance, subject to certain ownership limitations, and expire on June 30, 2025. The pre-funded warrants have an exercise price of $0.0001 and are exercisable any time after the date of the issuance, subject to certain ownership limitations.

As part of the registered direct offering, the following number of shares of common stock, pre-funded warrants and common warrants were sold to related parties:

	Number of		Number of		Number of		Aggregate
		Shares of	Pre-Funded		Common		Purchase
	Common Stock		Warrants		Warrants		Price
OrbiMed Advisors LLC (1)		—		1,444,085		1,397,684	$	2,499,856
Puissance Capital Management (2)		866,451		—		838,610		1,500,000
Richard A. Miller, M.D. (3)		577,634		—		559,073		1,000,000
William B. Jones, Ph.D. (4)		20,001		—		19,358		34,624

(2) Peter Thompson, M.D., a member of our Board of Directors since November 2014, is a Member of OrbiMed Advisors, LLC.

(3) Ted Wang, Ph.D., a Co-Founder, General Manager and Director of Angel Pharmaceuticals, of which the Company holds a 49.7% ownership interest, is the founder of Puissance Capital Management.

(4) Richard A. Miller, M.D. is the Company’s President, Chief Executive Officer and Chairman of the Board.

(5) William B. Jones, Ph.D. is the Company’s Senior Vice President, Pharmaceutical Development.

The Company holds a 49.7% ownership in Angel and, in connection with intellectual property licensing agreements between the Company and Angel Pharmaceuticals, the Company provides operational support and clinical

drug supplies to Angel. Third-party and internal personnel costs incurred by the Company are billed to Angel in the period incurred and recorded as an offset to expenses. During the years ended December 31, 2024 and 2023, there were no internal personnel costs billed to Angel and during the year ended December 31, 2022, the Company billed Angel for approximately $0.1 million in internal personnel costs. During the years ended December 31, 2024, 2023 and 2022 the Company billed Angel for approximately $0.0 million, $0.1 million and $1.3 million in third-party costs, respectively. Of the third-party costs billed to Angel in the year ending December 31, 2022, approximately $0.5 million were associated with clinical drug supply manufactured and expensed in prior years. The remaining $0.1 million and $0.8 million in third-party costs were primarily associated with clinical drug supply passthrough costs incurred during the years ended December 31, 2023 and 2022, respectively, and did not have an impact on the Company’s consolidated statements of operations.

In addition to the provision of clinical supplies to Angel, Angel may provide clinical supplies and research services to the Company on an as needed basis. These transactions are recorded as research and development expense. During the years ended December 31, 2023 and 2022, Angel billed the Company for approximately $0.2 million and $0.2 million, respectively, associated with clinical drug supply and research services provided to the Company. There were no clinical supplies or research services billed by Angel to the Company during the year ended December 31, 2024.

In August 2021, the Company entered into an agreement to sublease 7,585 square feet of its office and laboratory space in Burlingame, California to Angel. Pursuant to the sublease, rent is due monthly and is subject to scheduled annual increases and Angel is responsible for certain operating expenses and taxes throughout the life of the sublease. The sublease expired in January 2023. Sublease income is recognized on a straight-line basis as other income in our consolidated statements of operations. For the years ended December 31, 2023 and 2022, the Company recognized $0.1 million and $0.6 million of sublease income, respectively.

In July 2021, Linda S. Grais, M.D., J.D., a member of the Company’s Board of Directors, was appointed as a non-executive member of the Board of Directors of ICON plc (“ICON”), effective upon completion of ICON’s acquisition of PRA Health Sciences, Inc. ICON is a clinical research organization and provides services to support the Company’s clinical trials. During the years ended December 31, 2024, 2023 and 2022, the Company recorded approximately $351,000, $254,000 and $429,000, respectively, in clinical trial expenses under its agreements with ICON.