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Commitments and Contingencies
6 Months Ended
Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

13. Commitments and contingencies

 

Legal proceedings

 

The Company is not a party to any material litigation and does not have contingency reserves established for any litigation liabilities.

 

Manufacturing and technology development master agreement with AGC Biologics

 

The Company is party to an Agreement with AGC Biologic S.p.A (“AGC”) pursuant to which the Company is obligated to pay AGC for a minimum product manufacturing commitment, dedicated manufacturing and development resources, and for a lease component associated with the right of use of exclusive manufacturing suites within AGC’s existing facilities. The following table outlines the current commitments associated with the agreement, as of June 30, 2022 (amounts in thousands):

 

Due in:

 

Product manufacturing commitments

 

 

Dedicated manufacturing and development resources

 

 

Exclusive transduction suites

 

 

Total remaining AGC commitment

 

2022 (Remaining six months)

 

$

941

 

 

$

2,899

 

 

$

 

 

$

3,840

 

2023

 

 

1,883

 

 

 

5,508

 

 

 

2,092

 

 

 

9,483

 

2024

 

 

1,883

 

 

 

5,508

 

 

 

2,092

 

 

 

9,483

 

2025

 

 

941

 

 

 

2,754

 

 

 

1,046

 

 

 

4,741

 

Total manufacturing commitments

 

$

5,648

 

 

$

16,669

 

 

$

5,230

 

 

$

27,547

 

 

* Tabular disclosure above has been translated to U.S. Dollar, from Euro, using the period end exchange rate of €1.00 to $1.05.

 

Lease commitments

The Company leases office and laboratory space and has an embedded lease at AGC. During the quarter ended March 31, 2022, the Company entered into a new lease in the U.K. for a period of 120 months. As of June 30, 2022, total future minimum payments due under this lease amount to $8.7 million. Other than this new lease, there have been no material changes to the Company’s lease commitments as reported in the Company’s Annual Report on Form 10-K.

Compliance with Nasdaq Continued Listing Requirements

In April 2022, the Company received a letter from the Nasdaq Stock Market (“Nasdaq”) stating that it was not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market because the closing bid price for the Company’s ADSs was below $1.00 per share for 30 consecutive business days. The notice from Nasdaq has no immediate effect on the listing of the Company’s ADSs, and the ADSs will continue to be listed on the Nasdaq Global Select Market under the symbol

“ORTX”. The Company have been afforded a 180-calendar day period, or until October 3, 2022, to regain compliance with the minimum bid price requirement. The continued listing standard will be met if the closing bid price of the Company’s ADSs is at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day period. If the Company is not in compliance by October 3, 2022, the Company may be afforded a second 180-calendar day period to regain compliance if it meets certain requirements. The Company intends to monitor the closing bid price of its ADSs and it is currently evaluating its options for regaining compliance, which could include adjusting the ADS-to-ordinary share ratio.