Quarterly report pursuant to Section 13 or 15(d)

Note 5 - Commitments and Contingencies

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Note 5 - Commitments and Contingencies
3 Months Ended
Mar. 31, 2018
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]
Note
5
– Commitments and Contingencies
 
Litigation, Claims, and Assessments
 
The Company
may
be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management, such matters are currently
not
expected to have a material impact on the Company’s consolidated financial statements. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.
 
North Dakota State University Research Foundation License Agreement
 
Under the terms of the Exclusive License agreement signed on
June 16, 2016
with North Dakota State University Research Foundation (“NDSU/RF”), the Group has been unable to make timely payment and meet certain milestones in accordance with the agreement. The delinquent payments of approximately
$139,800
bear interest at
18%
and the related interest is approximately
$14,000
as of
March 31, 2018.
The License Agreement is currently being renegotiated with NDSURF and all terms and milestone are being evaluated. The Group expects that the discussion will cure the default.
  
License Agreement
 
As of
March 31, 2018,
and pursuant to the NDSU/RF Agreement, Coretec was in arrears on certain payment obligations in the amount of
$139,800.
  Accordingly, Coretec would be considered in default under the NDSU/RF Agreement, because of the unpaid obligations, which could allow NDSU/RF to exercise various options under the NDSU/RF Agreement, including an option to terminate the agreement if Coretec does
not
cure the default within
10
business days after receiving written notice by NDSU/RF.  Although NDSU/RF provided a written notice on or around
February 7, 2018,
NDSU/RF subsequently retracted the notice and agreed to forbear from enforcing any defaults prior to
March 30, 2018. 
Due to Coretec’s belief that certain obligations of NDSU/RF were unsatisfied, Coretec has actively communicated with NDSU/RF in order to determine what obligations are owed and what actions all parties are required to take, and will agree to take, in furtherance of the NDSU/RF Agreement. In connection with such objective, Coretec sent NDSU/RF a detailed communication setting forth, among other things, the basis for its belief that (i) the payment obligation was
not
due to NDSU/RF; and (ii) NDSU/RF does
not
have the right to enforce a default.  As of the date of this report, there have been
no
legal proceedings initiated in connection with the NDSU/RF Agreement and Coretec continues to actively communicate with NDSU/RF in order to determine the path forward and/or satisfy outstanding obligations, if any, of the parties.  However,
no
assurances can be made that the active communications between the parties will result in a resolution or that legal proceedings will
not
be initiated in the future.  (see note
7
)
 
Supply Agreement
 
On
December 13, 2016,
the Company entered into a Supply Agreement (the “Supply Agreement”) with Gelest Inc., a Pennsylvania corporation (“Gelest”). This Supply Agreement was for the purchase and sale of Cyclohexasilane (“CHS”) or the “Products”) as set forth in the Supply Agreement, pursuant to which the Company agrees to use Gelest as a primary source to manufacture the Products for the duration of
three
years from the effective date.
 
An initial estimate of pricing for the Products was set forth in the Supply Agreement, which varies from
$28/gram
to
$35/gram
based on the quantity that was to be purchased. Final pricing would have been reviewed and adjusted annually based on prior year’s consumption and/or as the global economic conditions dictated, taking into account market conditions and raw material price fluctuations.
 
Under the terms of the Supply Agreement, Gelest would have scaled-up production of CHS, within their available capacity of
12
-
18
Kg per year, and further optimize the manufacturing process licensed by the purchaser from NDSU Research Foundation (“NDSU/RF”). The term of this project was
90
days from the receipt of the
first
installment of
YSi6Cl14
salt from the purchaser. The cost for scale-up and manufacturing optimization was
$180,000
to be paid by the purchaser in
two
installments. The initial installment of
$18,000
was paid upon finalizing this Supply Agreement. The
second
installment of
$162,000
was to be paid net
30
days from availability for shipment of between
200
400
grams of the initial product of the quality stated in the Supply Agreement. As of the date of filing, the Company has
not
paid the
second
installment, as the parties mutually agreed to cancel the agreement.    (see Note
7
)
 
Office Lease
 
The Company entered into a lease agreement in
June 2015
for office space in North Dakota that was canceled on
April 30, 2017
with
no
cancellation costs paid or due. The Company has an amended office lease in Tulsa, Oklahoma that will expire on
July 31, 2018. 
Rent expense for operating leases was
$5,742
and
$11,685
for the
three
-month periods ended
March 31, 2018
and
2017,
respectively.