TALPHERA, INC. Leases Disclosure

10. Leases

 

Office Lease

 

The Company leased office and laboratory space for its former corporate headquarters, located at 301 – 351 Galveston Drive, Redwood City, California, and entered into an agreement to sublease approximately 12,106 square feet of this office and laboratory space.

 

On March 26, 2021, the Company entered into a Lease Termination Agreement with its landlord and a Sublease Termination Agreement with its sublessee, to terminate the lease and sublease agreements at its former corporate headquarters. The termination of both the lease and sublease was effective on April 30, 2021. As of the date of the Lease Termination Agreement, the Company remeasured its lease liability and recorded a gain of $0.5 million upon derecognition of the lease liability and right of use asset for the master lease, which was included in operating expenses for the year ended December 31, 2021. In connection with the Sublease Termination, the remaining deferred costs of $0.3 million were fully amortized through April 30, 2021, the effective date of the Sublease Termination, and included in operating expenses for the year ended December 31, 2021.

 

On March 26, 2021, the Company entered into a Sublease Agreement to sublet space for its new corporate headquarters, located at 25821 Industrial Boulevard, Hayward, California. The Sublease Agreement commencement date was April 1, 2021. The Sublease Agreement is for a period of two years and three months with monthly rental payments of $17,000, including one month of abated rent. On the lease commencement date, the Company recognized an operating lease right-of-use asset in the amount of $0.4 million.

 

Contract Manufacturing Leases

 

On December 12, 2012, the Company entered into an agreement for commercial supply manufacturing services related to the Company’s Zalviso drug product with Patheon Pharmaceuticals Inc. (“Patheon”), a contract manufacturing organization. The initial term of the agreement was through December 31, 2017, which term automatically renews in two-year increments unless earlier terminated by either party by giving eighteen months’ notice. Commencing in 2013, the Company is required to make overhead fee payments each year of $0.2 million, prorated based on aggregate revenues. The Company has determined that this fee is an in-substance fixed lease payment as it represents the minimum annual payment under the contract. The Company concluded that this agreement contains an embedded lease as the clean rooms have been built specifically for production of the Company’s product and their use is effectively controlled by the Company as it has priority over the space during the term of the agreement.

 

On November 29, 2022, the Company received notice from Patheon that it intends to terminate the agreement for commercial supply manufacturing services related to the Company’s Zalviso drug product. Based on Patheon’s date of notice, the agreement will terminate on May 31, 2024. Patheon will continue to supply product under the agreement until the Termination Date.

 

On April 21, 2021, the Company entered into a Commercial Supply Agreement, or the CSA, with Catalent Pharma Solutions, LLC, or Catalent, effective March 31, 2021, under which Catalent provides certain services to the Company in connection with the processing and packaging of a packaged single dose applicator containing the sublingual tablet 30 mcg sufentanil dosage form contained in the pharmaceutical product, DSUVIA (sufentanil), intended for commercialization.

 

The term of the CSA is for a period of five years from the first date upon which the FDA approves Catalent as a manufacturer of DSUVIA in the United States, or the Commencement Date. The term shall automatically be extended for successive two-year periods, unless and until one party gives the other party at least 24 months’ prior written notice of its desire to terminate as of the end of the then-current term.

 

The Company will pay Catalent an annual fee of $1.0 million beginning January 1, 2022. Pursuant to the CSA, the Company will purchase each 10-pack carton of DSUVIA from Catalent at an agreed price through December 31, 2022, and pay other fees set forth in the CSA. All pricing and fees, with the exception of raw materials, may be adjusted on an annual basis, effective on January 1 of each calendar year, beginning with January 1, 2023, subject to certain limitations. Price increases for raw materials will be passed through to the Company.

 

The Company has determined that the fixed fees in the CSA are in-substance lease payments. The Company concluded that this agreement contains an embedded lease as the clean rooms have been built specifically for production of the Company’s product and their use is effectively controlled by the Company as it has sole use over the space during the term of the agreement. The Company accounts for the agreement as an operating lease and has evaluated the non-cancelable lease term to be through the binding commitment date of May 15, 2027. See Note 20, “Subsequent Events” below.

 

The components of lease expense are presented in the following table (in thousands):

 

		Year ended December 31, 2022				Year ended December 31, 2021
Operating lease costs		$	1,373			$	1,467
Gain on derecognition of operating lease			—				(522	)
Sublease income			—				(199	)
Loss on termination of sublease			—				331
Net lease costs		$	1,373			$	1,077

 

The weighted average remaining lease term and discount rate related to the operating leases are presented in the following table:

 

		December 31,				December 31,
		2022				2021
Weighted-average remaining lease term – operating leases (in years)			4.1				5.0
Weighted-average remaining discount rate – operating leases			12.8	%			12.8	%

 

Maturities of lease liabilities as of December 31, 2022 are presented in the following table (in thousands):

 

Year:
2023		$	2,127
2024			1,090
2025			1,040
2026			1,040
2027			415
Thereafter			—
Total future minimum lease payments			5,712
Less imputed interest			(1,052	)
Total		$	4,660
Reported as:
Operating lease liabilities		$	4,660
Operating lease liabilities, current portion			(1,701	)
Operating lease liabilities, net of current portion		$	2,959