Quarterly report pursuant to Section 13 or 15(d)

Commitments and Contingencies

v3.19.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 3 — Commitments and Contingencies

 

Office Leases

 

The Company’s corporate office lease is on a month-to-month basis, with a 5% per annum increase in the monthly lease payment effective February 1 of each year, and the lease agreement may be cancelled with three months written notice. Total rent expense incurred under the corporate office space lease arrangement was $32,992 and $98,453 for the three and nine months ended September 30, 2019, respectively and $31,331 and $93,675 for the three and nine months ended September 30, 2018, respectively. As of September 30, 2019, the Company’s future minimum lease payments for the corporate office lease on a month-to-month basis are estimated to be approximately $136,000 for the period October 1, 2019 to September 30, 2020.

 

Subsequent to September 30, 2019, the Company entered into two separate lease arrangements for office space, including a lease agreement for the period October 16, 2019 to September 30, 2020 and a lease agreement for the period November 1, 2019 to April 30, 2020. The minimum lease payments under both lease agreements is an aggregate of approximately $47,500.

 

EsoGuard™ Clinical Trials - Agreement with Clinical Research Agreement

 

In September 2019, the Company, through its majority-owned subsidiary Lucid Diagnostics Inc., entered into an agreement with a clinical research organization (“CRO”) in connection with EsoGuard™ clinical trials, referred to as the EsoGuard™ CRO Agreement. The CRO will assist the Company with conducting two concurrent clinical trials referred to as the “EsoGuard™ screening study” and the “EsoGuard™ case control study”. The term of the EsoGuard™ CRO Agreement is from the September 2019 effective date to the conclusion of the respective clinical trials, but not to exceed 60 months from the effective date of the EsoGuard™ CRO Agreement. The CRO agreement may be cancelled with sixty days written notice, without an early termination fee. Under the CRO agreement, the Company is required to fund an on-account deposit of $643,000 with the CRO, with such on-account deposit refundable to the Company. In September 2019, $200,000 of the on-account deposit was paid and is included in the accompanying condensed consolidated balance sheet as of September 30, 2019 in the line item captioned Prepaid expenses and other current assets. The remaining balance of the on-account deposit is scheduled to be paid in the three months ended December 31, 2019. The Company has recognized as research and development expense approximately $104,000 in the three and nine months ended September 30, 2019 with respect to the EsoGuard™ CRO Agreement.

 

Legal Proceedings

 

In the ordinary course of our business, particularly as we begin commercialization of our products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. The Company does not believe it is currently a party to any other pending legal proceedings. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.