Commitments and Contingencies

12 Months Ended

Dec. 30, 2024

Commitments and Contingencies

Commitments And Contingencies

Note 10 - Commitments and Contingencies

a) Finance Lease Obligations

In 2016, the Company entered into a real estate capital lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million, maturing May 2031, with implicit interest of 2.62%. As of December 31, 2024, the balance payable was $375,075.

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of December 31, 2024:

For the Year Ending December 31, 2024	Amount
	$
2025		55,672
2026		55,672
2027		55,672
2028		55,672
2029		55,671
Greater than 5 years		132,204
Total		410,563
Less: Amount representing interest		(35,488	)
Total Finance Lease Liabilities		375,075

b) Operating Lease Right-of-Use Liabilities

Operating leases as of December 31, 2024, and December 31, 2023, consisted of the following:

	December 31, 2024			December 31, 2023
	$			$
Operating right-of-use assets		599,816			549,504
Operating lease liabilities, current portion		221,755			199,323
Operating lease liabilities, long term		410,686			378,054
Total operating lease liabilities		632,441			577,377
Weighted average remaining lease (months)		48			25
Weighted average discount rate		3.70	%		2.38	%

During the year ended December 31, 2024, cash paid for amounts included for the measurement of lease liabilities was $250,048 and the Company recorded operating lease expense of $247,390.

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of December 31, 2024.

For the Year Ending December 31, 2024	Amount
	$
2025		244,273
2026		229,108
2027		148,590
2028		54,343
2029		-
Total		676,314
Less: imputed interest		(43,873	)
Total Operating Lease Liabilities		632,441

As of December 31, 2024, operating lease right-of-use assets and liabilities arising from operating leases were $599,816 and $632,441, respectively.

The Company’s office space leases are short term, and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the year ended December 31, 2024, $49,988 was recognized in short-term lease costs associated with the office space leases in Singapore and Nevada. The annual payments remaining for such short-term office leases as of December 31, 2024, were as follows:

For the Year Ending December 31, 2024	Amount
	$
2025		11,874
Total Operating Lease Liabilities		11,874

c) Grants Repayable

In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1,048,020. Per the terms of the agreement, €314,406 of the grant is to be repaid by installments over the period from June 30, 2014 to June 30, 2023. The Company has recorded the balance of €733,614 to other income in previous years as there is no obligation to repay this amount. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6% royalty on revenue, is twice the amount of funding received. As of December 31, 2024, the grant balance repayable was $25,876.

In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000.  Per the terms of the agreement, €181,500 of the grant is to be repaid by instalments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received. As of December 31, 2024, the grant balance repayable was $84,114.

In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €495,000.  Per the terms of the agreement, €148,500 of the grant is to be repaid by installments over 10 years commencing in 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received. As of December 31, 2024, the grant balance repayable was $82,363.

In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €929,433.  Per the terms of the agreement, €278,830 of the grant is to be repaid by instalments over 15 years commencing in 2022. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received. As of December 31, 2024, the grant balance repayable was $229,868.

As of December 31, 2024, the balance repayable was $422,221 and the annual payments remaining were as follows:

For the Year Ending December 31, 2024	Amount
	$
2025		60,978
2026		42,305
2027		46,968
2028		50,228
2029		51,629
Greater than 5 years		170,113
Total Grants Repayable		422,221

d) Long-Term Debt 

In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 with a fixed interest rate of 2.62%, maturing December 2031. As of December 31, 2024, the principal balance payable was $145,654.

In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million with a fixed interest rate of 4.50%, maturing September 2024.  As of December 31, 2024, €1 million has been drawn down under this agreement and the principal balance payable was $51,753.

In 2020, the Company entered into a 10-year loan agreement with Namur Invest for a maximum of €830,000 with fixed interest rate of 4.00%, maturing March 2031. As of December 31, 2024, the amount that has been drawn down under this agreement was €556,828, representing a principal balance payable of $576,345.

On November 23, 2021, the Company entered into a 3 ½ year loan agreement with SOFINEX for a maximum of €450,000 with fixed interest rate of 5.00%, maturing June 2025. As of December 31, 2024, the amount that has been drawn down under this agreement was €450,000, representing a principal balance payable of $116,443.

In 2022, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €1,000,000 with fixed interest rate of 6.00%, maturing July 2026. As of December 31, 2024, the amount that has been drawn down under this agreement was €1,000,000, representing a principal balance payable of $495,160.

In 2022, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €500,000 with fixed interest rate of 5.45%, maturing December 2027. As of December 31, 2024, the amount that has been drawn down under this agreement was €500,000, representing a principal balance payable of $398,497.

In 2023, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €400,000 with fixed interest rate of 7.00%, maturing June 2027. As of December 31, 2024, €400,000 had been drawn down under this agreement and the principal balance payable was $360,883.

In 2023, the Company entered into a 5-year loan agreement with Wallonie Entreprendre S.A. for a maximum of €2.5 million with fixed interest rate of 7.68%, maturing December 2028. As of December 31, 2024, €1,500,000 had been drawn down under this agreement and the principal balance payable was $2,070,100.

On October 29, 2024, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €577,975 with fixed interest rate of 7.00%, maturing September 2028. As of December 31, 2024, €577,975 had been drawn down under this agreement and the principal balance payable was $598,234.

As of December 31, 2024, the total balance for long-term debt payable was $4,813,069 and the payments remaining were as follows:

For the Year Ending December 31, 2024	Amount
	$
2025		1,263,036
2026		978,784
2027		787,099
2028		2,523,491
2029		127,296
Greater than 5 years		176,311
Total		5,856,017
Less: amount representing interest		(1,042,948	)
Total Long-Term Debt		4,813,069

e) Collaborative Agreement Obligations

As of December 31, 2024, the total amount to be paid, for future research and collaboration commitments was approximately $ 1,120,518 and the annual payments remaining were as follows:

	Total Amount Remaining		2025
	$		$
National University of Taiwan		510,000		510,000
MD Anderson Cancer Center		277,092		277,092
Guys and St Thomas		162,609		162,609
Xenetic Biosciences		81,447		81,447
University Medical Centre Amsterdam		89,370		89,370
Total Collaborative Obligations		1,120,518		1,120,518

In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a 3-year period for a cost to the Company of up to $2.55 million payable over such period. As of December 31, 2024, $510,000 is still to be paid by the Company under this agreement.

In 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps ("NETs") in cancer patients with sepsis for a cost to the Company of $449,406. As of December 31, 2024, $277,092 is still to be paid by the Company under this agreement.

In August 2023, the Company entered into a project research agreement with Guy’s and St Thomas’ NHS Foundation Trust to evaluate the practical clinical utility of the Nu.Q^® H3.1 nucleosome levels in adult patients with sepsis to facilitate early diagnosis and prognostication for a cost to the Company of £162,338. As of December 31, 2024, $162,609 is still to be paid by the Company under this agreement and as of December 31, 2024, $162,609 is due by the Company under this agreement.

In July 2023, the Company entered into a research agreement with Xenetic Biosciences Inc and CLS Therapeutics Ltd to evaluate the anti-tumoral effects of Nu.Q^® CAR T cells for a cost to the Company of $107,589. As of December 31, 2024, $81,447 is still to be paid by the Company under this agreement and as of December 31, 2024, $26,142 is due by the Company under this agreement.

In January 2024, the Company entered into an agreement with the University Medical Centre Amsterdam (“UMC”). UMC will perform a retrospective study to evaluate the diagnostic potential of the Nu.Q^® H3.1 nucleosomes as diagnostic, prognostic and phenotyping biomarkers in sepsis for a cost to the Company of $134,055. As of December 31, 2024, $89,370 is due by the Company under this agreement.

f) Other Commitments

Volition Vet

On October 25, 2019, the Company entered into an agreement with TAMU for provision of in-kind services of personnel, animal samples and laboratory equipment in exchange for a non-controlling interest of 7.5% in Volition Vet with an additional 5%, vesting in a year from the date of the agreement, giving TAMU in aggregate, a 12.5% equity interest as of such date. As of December 31, 2024, TAMU has a 12.5% equity interest in Volition Vet.

Belgian Volition

In connection with the acquisition of the Company’s former subsidiary, Volition Germany GMBH, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing.

As of December 31, 2024, $202 is payable under the 6% royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of  $113,856.

g) Legal Proceedings

There are no legal proceedings which the Company believes will have a material adverse effect on its financial position.

h) Commitments in Respect of Corporate Goals and Performance-Based Awards

As of December 31, 2024, the Company has recognized total compensation expense of $1,439,767 of which $527,940 is in relation to RSUs from grants in 2022 that vested in 2023, $516,039 is in relation to RSUs from such grants that vested in 2024, and $395,788 is in relation to RSUs from such grants that will vest in 2025. The Company has unrecognized compensation expense of $115,142 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total  Award $		Vesting  Year	Amortized 2024 $		Amortized 2023 $		Amortized 2022 $		Un-Amortized $
	527,940	2023		-		393,853		134,087		-
	516,040	2024		190,833		260,119		65,088		-
	510,931	2025		171,519		177,584		46,686		115,142
	1,554,911			362,352		831,556		245,861		115,142

In September 2023, the Compensation Committee of the Board of Directors of the Company approved the granting of cash bonuses, payable upon achievement of various corporate goals focused around revenue, operations and regulatory, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries. Pursuant to the terms of the grants, conditional upon the achievement by December 31, 2023 and June 30, 2024 of specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipients to the Company, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer would pay a cash bonus to such award recipients. As of December 31, 2024, the Company has accrued compensation expense of $536,535 in relation to cash bonuses payable on the achievement of specified corporate goals based on the expected outcomes related to the prescribed performance targets. To the extent this is payable, this cash bonus compensation payment has currently been deferred indefinitely.

As of December 31, 2024, the Company had recognized total compensation expense of $494,812. The Company has unrecognized compensation expense of $205,730 in relation to the RSUs from grants in 2023, of which $0 is in relation to RSUs that vested in 2024, $80,175 in relation to RSUs that will vest in 2025, and $125,555 in relation to RSUs that will vest in 2026 based on the outcomes related to the prescribed performance targets on the outstanding awards.

Total  Award $		Vesting  Year	Amortized 2024 $		Amortized 2023 $		Un-Amortized $
	242,902	2024		148,132		94,770		-
	231,266	2025		103,578		47,513		80,175
	226,374	2026		69,116		31,703		125,555
	700,542			320,826		173,986		205,730