What changed in this filing

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Item 2. Properties

2022-02-24 compared with 2021-02-25 · 49 added, 39 removed, 5 unchanged (95% of the section changed)

San Carlos Lease

Since August 2016, our corporate headquarters consisted of 8,733 square feet of space that we lease in San Carlos, California.

The corporate headquarters lease is for a term of 54 months and will expire in April 2021.

Monthly lease payments are approximately $38,000.

In April 2017, we entered into a sublease agreement with Teradata US, Inc., pursuant to which we agreed to sublease office space located adjacent to our corporate headquarters in San Carlos, California for approximately $26,000 per month.

The space consists of approximately 11,449 rentable square feet.

In October 2018, we entered into an agreement to lease 12,322 square feet of office space located adjacent to our headquarters in San Carlos, California.

This lease replaced the sublease of 11,449 square feet of office space in the same facility that expired on October 31, 2018.

The term of the lease is 30 months subsequent to the commencement date, November 1, 2018, and will expire in April 2021.

Monthly lease payments are approximately $59,000, subject to an annual increase of 3%.

In June 2019, we entered into a first amendment to our previously disclosed lease agreement with Hudson Skyway Landing, LLC for additional space at our corporate headquarters in San Carlos, California.

Under the amended lease, we leased an additional 8,110 square feet, for a total of approximately 20,432 square feet of space on the first floor of the building located at 999 Skyway Road, San Carlos, California, commonly known as Skyway Landing II.

The term of the amended lease remains the same as that of the original lease and expires on April 30, 2021, unless earlier terminated.

Our monthly base rent for the additional space is approximately $39,000 for the first year, and $40,000 for the second year.

See Note 14 of the financial statements for subsequent events relating to our San Carlos, California corporate headquarters leases.

New York Lease

We leased office space in New York, New York for a monthly rental of approximately $18,000 a month from January 2017 through July 2017.

In June 2017, we entered into an agreement to lease office space in New York, New York from August 1, 2017 to July 31, 2018 for approximately $9,000 a month.

On April 20, 2018, we entered into an agreement to extend the lease term to January 31, 2019 for approximately $7,000 a month.

On November 2, 2018, we extended the lease term to July 31, 2019 for approximately $4,000 a month.

On October 24, 2019, we entered into an agreement to extend the lease term to April 30, 2020 for approximately $4,000 a month.

On January 23, 2020, we entered into an agreement to extend the lease term to July 31, 2020 for approximately $4,000 a month.

On May 24, 2020, we entered into an agreement to extend the lease term to October 31, 2020 for approximately $4,000 a month.

San Carlos New Headquarters Lease

On February 8, 2021, we entered into a lease agreement with ARE-San Francisco No.

63, LLC, or the New Headquarters Lease, for laboratories and offices to be constructed in Suite 400 of an existing building located at 825 Industrial Road, San Carlos, California, or the Building, commonly known as The District.

Under the New Headquarters Lease, we will lease approximately 49,918 rentable square feet of space in the Building, or the Headquarters Premises.

The New Headquarters Lease is for a term of 120 months, commencing upon the first day of the first full month, or the Rent Commencement Date after the earlier to occur of (i) the date that is 12 months and one day after the execution date of the New Headquarters Lease, or the Commencement Date, which is February 9, 2022, or (ii) the date that the Tenant Improvements are substantially completed, which was completed in January 2022;

provided, however, that the Rent Commencement Date shall be delayed one day for each day after the Commencement Date that (a) to the extent that, after the Commencement Date, any governmental authority having jurisdiction, as a result of the COVID-19 outbreak in the United States, declares or implements any order or mandate that restricts construction activities in San Mateo County, California (any such order or mandate, a Government Mandate), to the extent that such Government Mandate precludes the construction of tenant improvements, or (b) a landlord delay occurs.

The New Headquarters Lease includes an option to extend the term of the lease for 60 months, exercisable under certain conditions and at a market rate as described in the New Headquarters Lease.

Commencing 210 days after the Rent Commencement Date as the result of a rent abatement, our monthly base rent under the New Headquarters Lease will be approximately $0.3 million, subject to an annual increase of 3%.

Beginning in 2022, we will also be responsible for paying operating expenses.

The 120-month term of the New Headquarters Lease commenced in January 2022.

Minimum rental payments under the New Headquarters Lease total $36.5 million for the entire term of the lease, which does not include rental payments related to our one-time option to extend for an additional five years.

In addition, the lessor has provided for a tenant improvement allowance of up to $8.2 million, which is expected to be fully utilized.

San Carlos Former Headquarters Lease

Since August 2016, we have leased 8,733 square feet of space for its corporate headquarters, or the Suite 150 Lease, in San Carlos, California.

The term of the Suite 150 Lease was 54 months beginning on the commencement date.

Monthly lease payments were approximately $38,000.

On October 19, 2018, we entered into an agreement, or the Lease, to lease 12,322 square feet of office space located adjacent to our corporate headquarters in San Carlos, California.

Monthly lease payments were approximately $59,000, subject to an annual increase of 3%.

On June 19, 2019, we entered into a first amendment, or the Amended Lease, to the Lease, for additional space at our corporate headquarters in San Carlos, California.

Under the Amended Lease, we leased an additional 8,110 square feet, or the Expansion Space, for a total of approximately 20,432 square feet of space.

Monthly lease payments were approximately $39,000 for the first year, and $40,000 for the second year.

On February 8, 2021, we entered into two amendments, the Suite 100 and 125 Second Amendment and the Suite 150 First Amendment, to the Amended Lease and the Suite 150 Lease, respectively.

Under the Suite 100 and Suite 125 Second Amendment, we extended the Amended Lease to December 31, 2021.

Our monthly base rent under the Suite 100 and Suite 125 Second Amendment will be approximately $103,000.

We are also responsible for paying its portion of operating expenses and real estate taxes.

We have an option to extend the expiration of the Suite 100 and Suite 125 Second Amendment for one month or nine months, at its discretion, by providing notice as specified in the Suite 100 and Suite 125 Second Amendment.

On September 1, 2021, we entered into an agreement to extend the lease term to January 31, 2022 for approximately $0.1 million a month.

Under the Suite 150 First Amendment, we extended the Suite 150 Lease, which also expired on April 30, 2021, to December 31, 2021.

Our monthly base rent under the Suite 150 First Amendment is approximately $44,000.

We are also responsible for paying our portion of operating expenses and real estate taxes.

We have an option to extend the expiration of the Suite 150 First Amendment for one month or nine months, at our discretion, by providing notice as specified in the Suite 150 First Amendment.

On September 1, 2021, we entered into an agreement to extend the lease term to January 31, 2022 for approximately $46,000 a month.

On January 31, 2021, the lease terminated, and we closed our New York office, which did not have an effect on any of our employees, who continue to be employed by us.

As of January 31, 2022, these leases had expired and we had taken possession of Headquarters Premises under the New Headquarters Lease referred to above.

Commercial Manufacturing Facility Agreement

On May 28, 2019, we entered into a lease agreement with 300 Rouse Boulevard, LLC, or the Commercial Manufacturing Facility Lease, for a build-to-suit commercial manufacturing facility, laboratories, and offices located in Philadelphia, Pennsylvania.

Under the Commercial Manufacturing Facility Lease, we lease approximately 136,000 rentable square feet of space in a building located at 300 Rouse Boulevard, Philadelphia, Pennsylvania known as the Iovance Cell Therapy Center, or i CTC.

The construction of the i CTC began in July 2019 and in the third quarter of 2021 we completed the commissioning activities as well as certain tenant improvements, therefore approximately $62.4 million of assets were placed in service.

The Commercial Manufacturing Facility Lease includes an option to extend the term of the lease by giving the landlord prior written notice thereof at least 18 months in advance of expiration date, exercisable under certain conditions as described in the Commercial Manufacturing Facility Lease, such that the overall term, when added to the initial term, shall be 359 months.

Our monthly base rent under the Commercial Manufacturing Facility Lease is approximately $0.3 million, subject to an annual increase of 2% for the first ten years, and an annual increase of the greater of 2% or 75% of the average ten-year consumer price index.

We will also be responsible for paying operating expenses.

Our research and development facilities consist of 8,673 square feet in a facility located at the University of South Florida Research Park in Tampa, Florida.

The lease expired in December 2019 and rent payments were approximately $20,000 per month.

In December 2019, we entered into an agreement to extend the lease term to December 18, 2024 for approximately $20,500 a month.

These facilities are leased under an agreement with a lease term through December 2024 for approximately $20,500 a month.

In June 2020, we amended the lease agreement to further increase the rentable space to 13,139 square feet and extend the lease term to June 5, 2025 for approximately $34,500 a month.

On December 22, 2021, we entered into a second amendment to lease an additional 2,731 square feet of space through June 5, 2025, co-terminus with the existing leased space.

Monthly lease payments will be approximately $42,500 per month.

Philadelphia Office Lease

In May 2019, we entered into an agreement to lease approximately 1,500 square feet of office space in Philadelphia, Pennsylvania until July 1, 2019 for a rate of $2,000 a month, and then approximately 4,500 square feet of office space for the remainder of a three-year term at an initial rate of $11,063 per month, subject to annual increases of 2.5%.

In August 2020, we entered into an agreement to lease approximately 2,965 square feet of a training facility space in Philadelphia, Pennsylvania for a twelve month term at a rate of approximately $6,500 per month.

Commercial Manufacturing Facility Agreement

In May 2019, we entered into a lease agreement with 300 Rouse Boulevard, LLC, which we refer to as the Commercial Manufacturing Facility Lease, for a build-to-suit commercial manufacturing facility, laboratories, and offices located in Philadelphia, Pennsylvania.

Under the Commercial Manufacturing Facility Lease, we will lease approximately 136,000 rentable square feet of space in a building to be located at 300 Rouse Boulevard, Philadelphia, Pennsylvania, or the Premises.

The commercial manufacturing facility is expected to be constructed in two phases:

Phase I-A, the construction of the commercial manufacturing facility, with approximately 66,000 rentable square feet of space;

and Phase I-B, the construction of offices and laboratories, with approximately 70,000 rentable square feet of space.

The Commercial Manufacturing Facility Lease is for a term of 242 months, commencing on the earlier of (i) the date on which we occupy any portion of the Premises for the normal operation of its business or (ii) the date that is the later of (A) one hundred sixty (160) days after the Phase I-A substantial completion date, July 16, 2020, or (B) the Phase I-B Substantial Completion Date, or the Commencement Date.

The Commencement Date shall be extended by one day for each day of landlord delay, net of any tenant delay, as defined in the Lease.

The Commercial Manufacturing Facility Lease includes an option to extend the term of the lease, exercisable under certain conditions as described in the Commercial Manufacturing Facility Lease, such that the overall term, when added to the initial term, shall be 359 months, by giving the landlord prior written notice thereof at least 18 months in advance of the expiration date.

Beginning on the Commencement Date, our monthly base rent under the Lease will be approximately $320,000, subject to an annual increase of 2% for the first ten years, and an annual increase of the greater of 2% or 75% of the average ten-year consumer price index.

We will also be responsible for paying operating expenses, which are expected to be approximately $72,000 per month in 2020.

On May 2, 2019, we entered into an agreement to lease approximately 1,500 square feet of office space in Philadelphia, Pennsylvania until July 1, 2019 for a rate of $2,000 a month, and then approximately 4,500 square feet of office space for the remainder of a three-year term at an initial rate of $11,063 per month, subject to annual increases of 2.5%.

On September 1, 2021, we entered into an agreement to extend the lease term for an additional three years to July 31, 2025 for approximately $11,900 a month, effective as of June 1, 2022, subject to annual increases of 2.5%.

On August 1, 2020, we entered into an agreement to lease approximately 2,965 square feet of a training facility space in Plymouth Meeting, Pennsylvania for a twelve-month term at a rate of approximately $6,500 per month.

This lease was terminated in August 2021, which did not have an effect on any of our employees, who continue to be employed by us.

New York Lease

We leased office space in New York, New York beginning in January 2017, such office space having a monthly rental of approximately $4,000 during 2019 and 2020.

On January 31, 2021, the lease terminated, and we closed our New York office, which did not have an effect on any of our employees, who continue to be employed by us.

We believe that our existing facilities are adequate to meet our current needs, and that suitable additional alternative spaces will be available in the future on commercially reasonable terms.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties