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4. COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2017
Commitments And Contingencies  
COMMITMENTS AND CONTINGENCIES

Royalty agreements.

 

Effective November 28, 2007, WCI entered into separate exclusive license agreements with Applied Nutritionals, LLC (“Applied”) and its founder George Petito, pursuant to which WCI obtained the exclusive world-wide license to make products incorporating intellectual property covered by a patent related to CellerateRX products. In consideration for the licenses, WCI agreed to pay to Applied the following royalties, beginning January 3, 2008: (a) an upfront royalty of $100,000 in the aggregate, (b) an aggregate royalty of fifteen percent (15%) of gross sales occurring during the first year of the license; (c) an additional upfront royalty of $400,000, in the aggregate, which was paid October, 2009; plus (d) an aggregate royalty of three percent (3%) of gross sales for all sales occurring after the payment of the $400,000 upfront royalty. In addition, WCI must maintain a minimum aggregate annual royalty payment of $375,000 for 2009 and thereafter, if the royalty payments made do not meet or exceed that amount. The total of unpaid royalties as of December 31, 2016, was $276,916. These prior year royalties were paid in full in January of 2017. As of March 31, 2017, the balance of accrued royalties for the current year is $93,750.

 

On September 29, 2009, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, RSI-ACQ, LLC, a wholly-owned subsidiary of the Company (RSI), Resorbable Orthopedic Products, LLC (“Resorbable”) and Resorbable’s members, pursuant to which, RSI acquired substantially all of Resorbable’s assets, in exchange for (i) 500,000 shares of the Company’s common stock, and (ii) a royalty equal to eight percent (8%) of the net revenues generated from products sold by the Company or any of its affiliates, which products are developed from or otherwise utilize any of the patented technology acquired from Resorbable. The royalty is paid to Barry Constantine Consultants, LLC. for distribution to the original patent holders, (including Mr. Constantine) and/or their heirs. The royalty expense was $4,020 for each of the three-months ended March 31, 2017 and March 31, 2016. Mr. Constantine is a contract employee of the Company holding the position of Director of R&D.

 

Prepaids from inventory contracts

 

In February and March of 2017, WCI entered issued two purchase orders with the manufacturer of the CellerateRX product to purchase $387,650 of product. Payments totaling $193,825 were made in February and March of 2017, with the remaining balance of $193,825 to be paid in 2017 upon receipt of the products. This amount is recorded as an asset in the “Prepaid and other assets” account at March 31, 2017, based on the contractual obligation of the parties.

 

Office leases

 

The Company’s corporate office was located at 16633 Dallas Parkway, Suite 250, Addison, TX 75001. The lease was entered into in November of 2013. The lease expired on April 30, 2017, and required base rent payments of $5,737 per month for months 1-17, $5,866 for months 18-29, and $5,995 for months 30-41.

 

In March of 2017, the Company executed a new office lease for office space located at 1200 Summit Ave., Suite 414, Fort Worth, TX 76102 and relocated our corporate offices there on April 22, 2017. The lease is effective May 1, 2017, and ends on the last day of the fiftieth (50th) full calendar month following the effective date, (June 30, 2021). Monthly base rental payments are as follows: months 1-2, $0; months 3-14, $7,250; months 15-26, $7,401; months 27-38, $7,552; and months 39-50, $7,703.

 

Payables to Related Parties

 

As of March 31, 2017, and December 31, 2016, the Company had outstanding payables to related parties totaling $45,108 and $93,655, respectively. The payables are unsecured, bear no interest and due on demand.