CERTAIN RELATIONSHIPS AND
RELATED PERSON TRANSACTIONS
Our board of directors has adopted a written policy for
transactions with related persons. During its review of such
relationships and transactions, the audit committee considers
(1) a general description of the transaction; (2) the
material terms and conditions of the transaction; (3) the name
of the related person and the basis on which such individual or
entity is a related person; (4) the related person’s position
or relationship with or ownership of any entity that is a party to
or has an interest in the transaction; (5) whether the related
person transaction is on terms no less favorable than terms
generally available to an unaffiliated third party under the same
or similar circumstances; (6) the extent of the related
person’s interest in the transaction; and (7) any other
matters the committee or board of directors deems appropriate.
The following is a description of transactions since
January 1, 2020 to which we have been a party or will be a
party, in which the amount involved exceeded or will exceed
$120,000, and in which any of our executive officers, directors or
holders of more than 5% of any class of our voting securities, or
any affiliate or immediate family member thereof, had or will have
a direct or indirect material interest, other than employment and
compensation arrangements. We believe the terms obtained or
consideration that we paid or received, as applicable, in
connection with the transactions described below were comparable to
terms available or the amounts that we would pay or receive, as
applicable, in arm’s-length transactions with unrelated third
parties.
Lease Agreement
We lease our corporate headquarters facility from 1895 Management,
Ltd., which is a wholly owned, indirect subsidiary of FCMI Parent.
We incurred rent of $174,000 and $169,000 under this lease for the
years ended December 31, 2021 and 2020, respectively. The
lease agreement, as currently amended, requires monthly rental
payments of $14,511 through expiration of the lease on
October 31, 2022.
Surface Oncology, Inc.
In November 2017, we entered into a research collaboration and
license option agreement with Surface Oncology, Inc. (“Surface”) to
identify and select antibodies against two target antigens, using
our proprietary technology as described in the agreement. J.
Jeffrey Goater, a member of our board of directors, served as the
Chief Business Officer of Surface at that time, and currently
serves as the Chief Executive Officer and a director of Surface. We
have invoiced an aggregate of approximately $2,005,456 under this
agreement through December 31, 2021. Additional amounts may be
payable to us on a fee-for-service basis in connection with
research to be performed under the agreement. In the third quarter
of 2019, Surface purchased its option to obtain an exclusive
license to make, use, sell and import products incorporating
antibodies targeting the first antigen and exercised its option to
obtain an exclusive license to use two antibodies targeting the
second antigen to perform research activities. The exclusive
research license agreement, which we entered into in September
2019, provides for an upfront fee of $100,000 an annual maintenance
fees up to an aggregate of $250,000. In 2021, $50,000 was received
in annual maintenance fees, and $850,000 was received for a product
license.
January 2020 Private Placement of Common Stock
On January 21, 2020, we entered into a stock purchase
agreement with several investors pursuant to which we sold to the
investors 1,468,563 shares of our common stock at a purchase price
of $5.09 per share for aggregate gross proceeds of $7,474,985.67,
or the January 2020 Private Placement. FCMI Parent, Vaccinex LLC,
and Jacob Frieberg, a member of our board of directors, purchased
982,318, 98,231, and 39,292 shares of our common stock for
aggregate purchase prices of $4,999,998.62, $499,995.79, and
$199,996.28, respectively, in the January 2020 Private Placement.
In connection with the January 2020 Private Placement, on
January 23, 2020, we entered into a registration rights
agreement with the investors in the January 2020 Private Placement,
pursuant to which we filed a Registration Statement on Form S-3
(File No. 333-236417) with the SEC, which was declared
effective on March 11, 2020.
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