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Commitments and Contingencies | 3 Months Ended
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Mar. 31, 2023
Commitments And Contingencies Disclosure [Abstract] |
Commitments and Contingencies | 8. Commitments and Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues liabilities for such matters when future expenditures are probable and such expenditures can be reasonably estimated. The Company has historically entered into contracts in the normal course of business with contract development and manufacturing organizations, for the manufacturing process development and the preclinical/clinical supply manufacturing, and our vendors for preclinical research studies and other services or products for operating purposes. These contracts generally provide for termination on notice of 60 to 90 days. As of March 31, 2023, there was one such contract, with approximately $1.2 million of associated costs, still in effect for future services, and there were no unpaid cancellation or other related costs. Four lawsuits were filed in federal courts against Graybug and its directors related to the Merger: Bushansky v. Graybug Vision, Inc., et al., 3:22-cv-09131 (N.D. Cal.), Connelly v. Graybug Vision, Inc., et al., 3:23-cv-00028 (N.D. Cal.), Plumly v. Graybug Vision, Inc., et al., 1:23-cv-00169 (D. Del.), and Franchi v. Graybug Vision, Inc., et al., 1:23-cv-1390 (S.D.N.Y) (collectively, the “Stockholder Litigation”). The complaints named Graybug and its board of directors as defendants. Private CalciMedica and its officers and directors were not named as defendants in the complaints. The complaints asserted claims under Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-19 promulgated thereunder, and generally allege that the proxy statement misrepresents and/or omits certain purportedly material information relating to the Merger. The complaints sought a variety of equitable and injunctive relief including, among other things, an injunction enjoining the consummation of the merger, rescission of the merger if it is consummated, rescissory damages and costs and attorneys’ fees. During the same period, nine purported stockholders of Graybug sent demand letters regarding the proxy statement (the “Demand Letters”). Based on the same core allegations as the Stockholder Litigation, the Demand Letters requested that Graybug disseminate corrective disclosures in an amendment or supplement to the proxy statement. On March 3, 2023, Graybug filed a Form 8-K to update and supplement the proxy statement with additional disclosures relating to the merger (the “Supplemental Disclosures”). Thereafter, plaintiffs in the Stockholder Litigation voluntarily dismissed their complaints, and opposing counsel (for the stockholders in the Stockholder Litigation and Demand Letters) requested a mootness fee in connection with the Supplemental Disclosures (the “Mootness Fee Demand”). On May 3, 2023, the parties executed a settlement agreement and release resolving the Mootness Fee Demand. The ultimate outcome of any litigation is uncertain and unfavorable outcomes could have a negative impact on the Company’s results of operations and financial condition. Regardless of outcome, litigation can have an adverse impact on the Company due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors. We may also, from time to time, become party or subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. Some of these proceedings have involved, and may involve in the future, claims that are subject to substantial uncertainties and unascertainable damages. Operating Lease Agreements In November 2020, Private CalciMedica entered into a lease for manufacturing equipment utilized in the production of development candidates. The lease is accounted for as an operating lease. The base rent for this lease is approximately $13,000 monthly. The Company also has an operating lease for office space in La Jolla, California. In January 2023, an amendment was executed for twelve month term and therefore qualifies for the short-term lease exception. Base rent for this lease is approximately $9,000 monthly. As a result of the Merger, the Company leases a facility in Baltimore, Maryland under an operating lease with a term through June 2023 and is accounted for under ASC 842. The facility has been abandoned and the asset was fully impaired in 2022 and was reflected in Graybug’s financial statements in 2022. The lease expires in June 2023. Rent expense for the three months ended March 31, 2023 and 2022 was $80,000 and $65,000, respectively, which is included in operating expenses. The lease obligation is included in other current liabilities in the condensed consolidated balance sheets.
Future lease payments under non-cancelable leases are as follows at March 31, 2023 (in thousands):
2023 |  | $ | 118 |
Total undiscounted future minimum lease payments |  |  | 118 |
Less imputed interest |  |  | 1 |
Operating lease liabilities |  | $ | 117 |

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