2019-09-26T10:47:33-07:00 2018-12-31 952076568 Leaf & Cole LLP 2810 Camino Del Rio South Suite 200 San Diego CA 921083820 990 2018-01-01 462953382 THE CALIFORNIA MEDICAL INNOVATIONS INSTITUTE INC CALI 8582497407 11107 ROSELLE STREET SAN DIEGO CA 92121 Ghassan Kassab President 2019-09-26 true JULIE A FIRL P00085551 6192947200 X 2018 2019-02-21 02:37:17Z Ghassan Kassab 11107 ROSELLE STREET 211 SAN DIEGO CA 92121 5242915 false false X N/A X 2013 CA Bringing together physical and life science researchers, clinicians, engineers/ and computational scientists to address the significant health care challenges of heart and vascular disease, obesity, and metabolic disorders through a multi-scale understanding of organ systems. 4 3 37 238643 14612 1973967 3199964 2432827 2032011 0 356 3574 4407150 5235549 0 0 2115092 2168489 0 0 2617159 2438812 4732251 4607301 -325101 628248 799196 1376275 825945 774776 -26749 601499 The Institute is a scientific research center dedicated to conducting basic and applied research to advance the understanding of human disease and the improvement of human health. The Institute fosters an innovative research environment with a multidisciplinary and collaborative approach to the discovery process - bringing together physical and life science researchers, clinicians, engineers/ and computational scientists to address the significant health care challenges of heart and vascular disease, obesity, and metabolic disorders through a multi-scale understanding of organ systems. Institute researchers have expertise in both experimental and computational disciplines. The former utilize the experimental reductionist approach to dissect the biological system into its molecular, cellular and tissue components. The latter use a computational integrative approach to synthesize the parts using laws of physics and chemistry to understand the whole organ. The Institutes multi-discipline false false 4033006 2032011 THE INSTITUTE HAS MADE SUBSTANTIAL PROGRESS IN MORE FULLY UNDERSTANDING, ANDDEVELOPING DIAGNOSTIC AND THERAPEUTIC APPROACHES FOR THE MULTIPLE ASPECTS OF HEART FAILURE. THE INSTITUTE HAS ALSO MADE SIGNIFICANT PROGRESS IN THE UNDERSTANDING ANDTREATMENT OF VASCULAR DISEASE, INCLUDING WORK ADVANCING NEXT GENERATION DIAGNOSTICSFOR CORONARY AND PERIPHERAL ARTERY DISEASE AND THERAPEUTICS FOR NEO-VASCULARIZATION OF VEINS, BIOMATERIAL TISSUE CONSTRUCTS TO REPLACE ARTERIES OR VEINS, AND PERCUTANEOUS PROSTHETIC VENOUS VALVES TO TREAT CHRONIC VENOUS INSUFFICIENCY. DURING THE YEAR, THE RESEARCH STAFF AT THE INSTITUTE REGULARLY PRESENTED ITS SCIENTIFIC FINDINGS TO THE PUBLIC VIA PANELS, LECTURES, PUBLICATIONS, AND OTHER SIMILAR PROGRAMS. 4033006 true true false false false false false false false false true false false true true true true false false false false false false false false false false false false true false false false false false false true false true true false false false false false false false false false false true 14 0 true 37 true true true false false false false false false 0 false false false false false false false false false false false false X 4 3 false false false false false false false true false false false true true true true true true true false false CA X X LIGIA AMEZCUA 8582497407 11107 ROSELLE STREET STE 211 SAN DIEGO CA 92121 Ghassan Kassab President/Board 40.00 0.00 X X 356993 0 48985 DARELL KRASNOFF BOARD MEMBER 2.00 0.00 X 0 0 0 PHIL HIMELSTEIN Chair 2.00 0.00 X X 0 0 0 STEVE LEVINE BOARD MEMBER 2.00 0.00 X 0 0 0 LIGIA AMEZCUA Sec/CFO/ops mgr 40.00 0.00 X 79779 0 20191 JENNY CHOY Assoc. PROFESSOR 40.00 0.00 X 112783 0 18376 Xiao Lu Professor 40.00 0.00 X 132395 0 25330 Xiaomei Guo Assoc. Professor 40.00 0.00 X 112791 0 17622 794741 130504 4 false true false 0 3099964 100000 3199964 CONTRACT REVENUE 900099 1793368 1793368 VENDOR SERVICES 900099 238643 238643 2032011 0 0 0 0 7366 7366 0 0 0 0 OTHER INCOME 900099 3574 3574 3574 5235549 1796942 238643 0 0 0 0 358846 131417 227429 0 1390553 1279071 111482 129176 106278 22898 163839 134797 29042 126075 103727 22348 0 31891 2689 29202 40354 40354 0 0 0 148123 144959 3164 0 7758 7527 231 31051 30069 982 0 1208103 1160550 47553 36994 23363 13631 0 0 12000 11520 480 0 49399 47423 1976 15910 15274 636 RESEARCH SUPPLIES & SERVICES 416941 416909 32 CONSORTIUM 249850 249850 EQUIP RENTAL, REPAIRS & MAINT 140957 135374 5583 OTHER EXPENSES 33900 16887 17013 15581 15322 259 4607301 4033006 574295 0 333204 641327 0 349132 308502 0 0 0 0 39566 24949 11000 13978 362451 305442 61294 57009 0 0 0 0 5000 330510 799196 1376275 70872 85482 64167 16735 600000 600000 90906 72559 825945 774776 X -26749 601499 -26749 601499 799196 1376275 628248 X X false true X false true true X 225000 1993491 2252465 1973967 3199964 9644887 0 0 225000 1993491 2252465 1973967 3199964 9644887 0 9644887 0 0 0 9644887 3622498 1.00000 X 362451 305442 57009 57009 CONSTRUCTION IN PROGRESS 325510 DEPOSIT 5000 330510 ACCRUED PAYROLL 72559 72559 X 5235549 5235549 5235549 4607301 4607301 4607301 Part X : FIN48 Footnote The Institute is a public charity and is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and Section 23701(d) of the California Revenue and Taxation Code. The Institute believes that it has appropriate support for any tax positions taken, and as such, does not have any uncertain tax positions that are material to the financial statements. The Institute is not a private foundation. X X false false false false false false false false false false Ghassan Kassab President/Board 296993 60000 30000 18985 405978 Xiao Lu Professor 132395 13390 11940 157725 3DT HOLDINGS LLC Indirect - Pres/CEO Operating X 600000 600000 false true true 600000 KASSAB GLOBAL BIOTECH Owned by family mbrs 828388 RENT OF FACILITY false ACCULAB Indirect - Pres/CEO 238643 Vendor Services false 3DT HOLDINGS LLC Indirect - Pres/CEO 1793368 Contract for Service false Schedule L, Part V Supplemental Information LINE OF CREDIT: ON AUGUST 31, 2017, THE INSTITUTE ADOPTED A MODIFICATION TO THE LOANAGREEMENT PREVIOUSLY ENTERED INTO WITH 3DT HOLDINGS, LLC, AN ENTITY OWNED IN PART BY DR. KASSAB. IN 2014, 3DT HOLDINGS, LLC LOANED $600,000 TO THE INSTITUTE TO ADDRESS THE CASH FLOW SHORTAGE THAT THE INSTITUTE FACED AS A RESULT OF ITS SUBSTANTIAL START-UP COSTS. THE INITIAL LOAN WAS APPROVED BY THE DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS. IN 2017, THE INSTITUTE REQUESTED AN INCREASE TO THE CREDIT LINE UNDER THAT LOAN AGREEMENT. 3DT HOLDINGS, LLC AGREED TO MODIFY THE LOAN AGREEMENT TO INCREASE THE MAXIMUM AMOUNT BORROWABLE FROM $600,000 TO $900,000. THE INTEREST RATE UNDER THE LOAN AGREEMENT WAS NOT INCREASED OR OTHERWISE MODIFIED AS A RESULT OF THE INCREASE TO THE BORROWABLE AMOUNT. THE TERMS OF THE MODIFIED LOAN WERE REVIEWED AND APPROVED BY THE DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS. IN DETERMINING WHETHER THE TERMS OF THE MODIFIED LOAN WERE REASONABLE, THE DISINTERESTED MEMBERS OF THE BOARD REVIEWED COMPARABILITY INFORMATION AND CONSIDERED THAT THE INTEREST CHARGED ON THE LOAN IS WELL BELOW THE RATE THAT WOULD HAVE BEEN CHARGED BY A DISINTERESTED THIRD PARTY. THE DECISION OF THE BOARD OF DIRECTORS WAS DOCUMENTED IN THE MINUTES OF THE MEETING WHERE THE MODIFIED LOAN AGREEMENT WAS DISCUSSED. DR. KASSAB LEFT THE MEETING PRIOR TO THE VOTE AND ABSTAINED FROM THE VOTE. WHILE THE ADDITIONAL $300,000 LINE OF CREDIT WAS APPROVED BY THE BOARD IN 2017, NO ADDITIONAL AMOUNTS WERE BORROWED UNDER THE LINE OF CREDIT DURING 2018.RENT OF FACILITY: THE INSTITUTE ENTERED INTO A WRITTEN LEASE AGREEMENT WITH KASSAB GLOBAL BIOTECH, LLC. THE TERMS OF THE LEASE WERE REVIEWED AND APPROVED BY THE DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS IN 2015, IN ACCORDANCE WITH THE REBUTTABLE PRESUMPTION OF REASONABLENESS.VENDOR SERVICES: THE INSTITUTE ENTERED INTO A VENDOR SERVICES AGREEMENT TO PROVIDEOCCASIONAL SERVICES TO FOR PROFIT ENTITIES, SOME OF WHICH WERE ENTITIES THAT ARE OWNED IN PART BY DR. KASSAB OR HIS FAMILY MEMBERS. THE SERVICES PROVIDED BY THE INSTITUTE INCLUDED USE OF THE INSTITUTES SPECIALIZED SURGICAL SUITES AND ANIMAL CARE FACILITIES WHEN THE FACILITIES WERE NOT OTHERWISE BEING USED BY THE INSTITUTE FOR ITS OWN CHARITABLE PROJECTS. THESE SERVICES WERE PROVIDED PURSUANT TO A WRITTEN VENDOR SERVICES AGREEMENT THAT WAS APPROVED BY THE DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS. IN APPROVING THE VENDOR SERVICES AGREEMENT, THE DISINTERESTED MEMBERS OF THE BOARD CONSIDERED THAT (1) THE AGREEMENT PROVIDES THAT NO LESS THAN FAIR MARKET VALUE CAN BE PAID FOR ANY SERVICES OR SUPPLIES PROVIDED BY THE INSTITUTE, AND (2) THE INSTITUTE WILL GIVE PRIORITY TO ITS OWN CHARITABLE PROJECTS (MEANING THAT THE FACILITIES ARE ONLY AVAILABLE UNDER THE VENDOR SERVICES AGREEMENT WHEN THEY ARE NOT OTHERWISE BEING USED BY THE INSTITUTE). THE DISINTERESTED DIRECTORS ALSO CONSIDERED THAT THE INCOME GENERATED FROM THE VENDOR SERVICES WOULD LIKELY CONSTITUTE UNRELATED BUSINESS INCOME TO THE INSTITUTE. AFTER DISCUSSION AND CONSIDERATION, THE DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS DETERMINED THAT THE TERMS OF THE VENDOR SERVICES AGREEMENT ARE FAIR AND REASONABLE TO THE INSTITUTE. THE DISINTERESTED DIRECTORS DOCUMENTED THEIR APPROVAL IN A WRITTEN CONSENT. DR. KASSAB ABSTAINED FROM THE VOTE.SPONSORED RESEARCH: THE INSTITUTE ENTERED INTO AN AGREEMENT TO PROVIDE SPONSOREDRESEARCH SERVICES TO 3DT HOLDINGS, LLC, AN ENTITY OWNED IN PART BY DR. KASSAB. THERESEARCH CONDUCTED BY THE INSTITUTE CONSTITUTES SCIENTIFIC RESEARCH IN THE PUBLICINTEREST, AND IS THEREFORE AN ACTIVITY IN FURTHERANCE OF THE INSTITUTES CHARITABLEPURPOSES. THE RESEARCH SERVICES WERE PROVIDED PURSUANT TO A SPONSORED RESEARCHAGREEMENT THAT WAS APPROVED BY THE DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS.THE DISINTERESTED DIRECTORS DETERMINED THAT THE TERMS OF THE SPONSORED RESEARCHAGREEMENT ARE FAIR AND REASONABLE TO THE INSTITUTE, WOULD NOT RESULT IN THE INSTITUTE PAYING MORE THAN FAIR VALUE FOR ANY GOODS OR SERVICES PROVIDED BY A RELATED ORGANIZATION, AND WOULD NOT RESULT IN THE INSTITUTE RECEIVING LESS THAN FAIR VALUE FOR ANY GOODS OR SERVICES THAT THE INSTITUTE PROVIDES TO ANY RELATED ORGANIZATION. THE DISINTERESTED DIRECTORS DOCUMENTED THEIR APPROVAL IN A WRITTEN CONSENT. DR. KASSAB ABSTAINED FROM THE VOTE. Form 990, Part VI, Line 11b: Form 990 Review Process The Form 990 was reviewed and discussed by senior management, the President, the Board of Directors, and outside counsel for the Institute prior to filing. Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts The Board of Directors has adopted two written Conflict of Interest Policies. THEFIRST POLICY (THE FINANCIAL CONFLICT OF INTEREST POLICY) IS APPLICABLE TO OFFICERSAND DIRECTORS OF THE INSTITUTE. EACH OFFICER AND EACH MEMBER OF THE BOARD OFDIRECTORS IS REQUIRED TO REVIEW AND ACKNOWLEDGE THEIR UNDERSTANDING OF THE FINANCIALCONFLICT OF INTEREST POLICY UPON APPOINTMENT TO OFFICE OR TO THE BOARD. OFFICERSAND DIRECTORS ARE ROUTINELY ENCOURAGED TO BRING ANY AND ALL POTENTIAL CONFLICTS OFINTEREST TO THE ATTENTION OF THE DISINTERESTED BOARD MEMBERS FOR REVIEW.THE SECOND POLICY (THE RESEARCH CONFLICT POLICY) IS APPLICABLE TO RESEARCHERSPARTICIPATING IN ANY OF THE INSTITUTES FEDERALLY FUNDED GRANTS. RESEARCHERS AREREQUIRED TO REVIEW THE RESEARCH CONFLICT POLICY AND COMPLETE A TRAINING PROGRAM ONFINANCIAL CONFLICTS OF INTEREST IN RESEARCH AT LEAST EVERY FOUR YEARS. THEINSTITUTE TAKES VERY SERIOUSLY ITS OBLIGATION TO REPORT ANY FINANCIAL CONFLICTS OFINTEREST TO THE NATIONAL INSTITUTE OF HEALTH AND ENCOURAGES ALL RESEARCHERS TO FULLYDISCLOSE ANY AND ALL POTENTIAL CONFLICTS FOR REVIEW BY THE INDEPENDENT MEMBERS OFTHE BOARD OF DIRECTORS. TO THE EXTENT THAT THE INDEPENDENT MEMBERS OF THE BOARD OFDIRECTORS DETERMINE THAT A SIGNIFICANT CONFLICT EXISTS, THE FOLLOWING CONDITIONS ANDRESTRICTIONS COULD BE IMPOSED: PUBLIC DISCLOSURE OF THE CONFLICT, MONITORING OF THERESEARCH BY INDEPENDENT REVIEWERS, MODIFICATION OF THE RESEARCH PLAN OR REMOVAL OFTHE AFFECTED RESEARCHER FROM THE RESEARCH, DIVESTITURE OF SIGNIFICANT FINANCIAL INTERESTS, OR SEVERANCE OF THE RELATIONSHIP THAT CREATES THE ACTUAL OR POTENTIALCONFLICTS. Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management THE PRESIDENTS COMPENSATION WAS REVIEWED AND APPROVED BY THE DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS ON DECEMBER 31, 2016. THE APPROVED COMPENSATION PACKAGE CONSISTS OF A BASE AMOUNT, PLUS INCENTIVE BONUSES UPON SUCCESSFUL FUNDING OF RESEARCH GRANTS OR CONTRACTS, PLUS CONTRIBUTIONS TO RETIREMENT PLAN. IN DETERMINING WHETHER THE TOTAL AMOUNT OF COMPENSATION WAS REASONABLE, THE DISINTERESTED MEMBERS OF THE BOARD REVIEWED AND DISCUSSED THE PROPOSED COMPENSATION ARRANGEMENT AND CAREFULLY CONSIDERED THE BACKGROUND, EDUCATION, PROFESSIONAL EXPERIENCE, SKILLS AND ACHIEVEMENTS OF DR. GHASSAN KASSAB, THE UNIQUE QUALITIES TO THE INSTITUTE TO FILL THE POSITION OF PRESIDENT AND CHIEF SCIENTIFIC OFFICER, AND THE REPORTS OF COMPENSATION LEVELS PAID BY OTHER SIMILAR ORGANIZATIONS ACCORDING TO THE ECONOMIC INSTITUTE REPORT. THE DISINTERESTED MEMBERS OF THE BOARD ALSO REVIEWED AND RELIED UPON THE OPINION OF COUNSEL THAT THE COMPENSATION PROPOSED TO BE PAID TO DR. KASSAB WAS WITHIN THE RANGE THAT WOULD BE EXPECTED FOR AN EMPLOYEE WITH DR. KASSABS UNIQUE EXPERTISE, PERFORMING THE SPECIFIED DUTIES FOR AN ORGANIZATION OF THE SIZE OF THE INSTITUTE. THE DECISION OF THE BOARD OF DIRECTORS WAS DOCUMENTED IN A WRITTEN CONSENT. DR. KASSAB ABSTAINED FROM THE VOTE. NO CHANGES TO THE PRESIDENTS COMPENSATION PACKAGE HAVE BEEN MADE SINCE DECEMBER 31, 2016. HOWEVER, IN 2018, THE PRESIDENT WAS ELIGIBLE FOR CERTAIN BONUS AWARDS PURSUANT TO THE TERMS OF THE PREVIOUSLY APPROVED COMPENSATION PACKAGE. Form 990, Part VI, Line 18: Explanation of Other Means Forms Available For Public Inspection The Institute makes its application and return available to the public upon request. Form 990, Part VI, Line 19: Other Organization Documents Publicly Available The Institute makes its governing documents, conflicts of interest policies, and financial statements available to the public upon request. Form 990, Part XII, Line 2: Change of Oversight or Selection Process THE INSTITUTES FINANCIAL STATEMENTS ARE AUDITED BY AN INDEPENDENT ACCOUNTANT ON AN ANNUAL BASIS. RATHER THAN APPOINTING A SMALLER COMMITTEE TO OVERSEE THE AUDIT PROCESS, THE ENTIRE BOARD ASSUMES THE OVERSIGHT RESPONSIBILITY FOR THE AUDIT PROCESS. SPECIFICALLY, THE BOARD SELECTED AN INDEPENDENT ACCOUNTANT AFTER REVIEWING THE QUALIFICATIONS AND PROPOSALS FROM AT LEAST TWO INDEPENDENT ACCOUNTANTS, CONSIDERING THE FEDERAL PROCUREMENT STANDARDS APPLICABLE TO THE SELECTION OF EXTERNAL AUDIT FIRMS, AND CONSIDERING THE BEST INTERESTS OF THE INSTITUTE. THE INDEPENDENT ACCOUNTANT REPORTS THE FINDINGS OF THE AUDIT DIRECTLY TO THE BOARD ON AN ANNUAL BASIS, DURING WHICH TIME ANY AUDIT DEFICIENCIES ARE DISCLOSED AND DISCUSSED.