Related Party Transactions	9 Months Ended
Sep. 30, 2022
Related Party Transactions
Related Party Transactions	Note 8. Related Party Transactions Patagonia Patagonia is a private, family-owned company founded in 2013 to address the medical needs of people with rare and serious dermatological conditions. On February 28, 2019, and June 26, 2019, the Company acquired the TMB-001 and TMB-003 licenses from Patagonia (see Note 3 for the payment terms and more details), respectively. Zachary Rome, a former member of the Board as well as the former Chief Operating Officer, Executive Vice-President and Secretary of the Company is also the President of Patagonia. As of September 30, 2022, and December 31, 2021, Patagonia owns 1 share of the Company’s common stock. On March 4, 2022, Mr. Rome stepped down from his positions as Chief Operating Officer and Executive Vice-President of the Company. As a result of his resignation, Mr. Rome (i) was entitled to 1,587 shares of common stock underlying vested VARs, or $22,528, at the Company’s election, and (ii) forfeited 1,058 VARs. On March 4, 2022, Mr. Rome received 1,194 shares of common stock net upon exercise of the VARs after tax withholding. TardiMed The former Chairman of the Board of the Company is a Managing Member of TardiMed. Mr. Rome, a former member of the Board as well as the former Chief Operating Officer, Executive Vice President and Secretary is a partner at TardiMed. Our Chief Financial Officer, Treasurer, Secretary, and Executive Vice President of the Company was also a former partner of TardiMed. As of September 30, 2022, TardiMed holds 94,028 shares of common stock, which represents less than 4.99% of the total voting shares outstanding. The Company had no reimbursements to TardiMed in the three and nine-month periods ended September 30, 2022, and reimbursed TardiMed $80,066 for management fees and reimbursed expenses in the nine-month period ended September 30, 2021. On July 27, 2022, the Company, entered into the Letter Agreement with TardiMed pursuant to which TardiMed agreed to exchange its 1,819 shares of Series A Preferred Stock plus accrued dividends for a pre-funded warrant to purchase 181,083 shares of common stock, or the TardiMed Warrant. The number of shares underlying the TardiMed Warrant is based on the redemption price of the Series A Preferred Stock (which had been demanded by TardiMed) divided by $11.95, the last closing price of the common stock prior to the date the Letter Agreement was executed. Twenty percent of the TardiMed Warrant is immediately exercisable upon issuance. Beginning on September 30, 2022, and then at the end of each subsequent calendar quarter upon written request of TardiMed, the Company will allow an additional 20% of the initial balance of the TardiMed Warrant to become exercisable, provided that only 20% of the initial balance of the TardiMed Warrant will be exercisable in any given quarter. The TardiMed Warrant’s exercise price is $0.005 and may be exercised on a cashless basis. The TardiMed Warrant will terminate when exercised in full. On August 3, 2022, 20% of the TardiMed Warrant was exercised on a cashless basis and 36,196 shares of common stock were issued to TardiMed. Pursuant to the Letter Agreement, TardiMed released and discharged the Company and its affiliates from any and all claims, rights, demands, actions, suits, causes of action, liabilities, obligations, damages and costs of any nature whatsoever that TardiMed has, had or may have against the Company or related parties in any way arising from or related to the Series Stock. As of September 30, 2022, the TardiMed Warrant was exercisable for 144,866 shares of common stock(see Note 5).

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Note 8. Related Party Transactions

Patagonia

Patagonia is a private, family-owned company founded in 2013 to address the medical needs of people with rare and serious dermatological conditions. On February 28, 2019, and June 26, 2019, the Company acquired the TMB-001 and TMB-003 licenses from Patagonia (see Note 3 for the payment terms and more details), respectively. Zachary Rome, a former member of the Board as well as the former Chief Operating Officer, Executive Vice-President and Secretary of the Company is also the President of Patagonia. As of September 30, 2022, and December 31, 2021, Patagonia owns 1 share of the Company’s common stock.

On March 4, 2022, Mr. Rome stepped down from his positions as Chief Operating Officer and Executive Vice-President of the Company. As a result of his resignation, Mr. Rome (i) was entitled to 1,587 shares of common stock underlying vested VARs, or $22,528, at the Company’s election, and (ii) forfeited 1,058 VARs. On March 4, 2022, Mr. Rome received 1,194 shares of common stock net upon exercise of the VARs after tax withholding.

TardiMed

The former Chairman of the Board of the Company is a Managing Member of TardiMed. Mr. Rome, a former member of the Board as well as the former Chief Operating Officer, Executive Vice President and Secretary is a partner at TardiMed. Our Chief Financial Officer, Treasurer, Secretary, and Executive Vice President of the Company was also a former partner of TardiMed. As of September 30, 2022, TardiMed holds 94,028 shares of common stock, which represents less than 4.99% of the total voting shares outstanding. The Company had no reimbursements to TardiMed in the three and nine-month periods ended September 30, 2022, and reimbursed TardiMed $80,066 for management fees and reimbursed expenses in the nine-month period ended September 30, 2021.

On July 27, 2022, the Company, entered into the Letter Agreement with TardiMed pursuant to which TardiMed agreed to exchange its 1,819 shares of Series A Preferred Stock plus accrued dividends for a pre-funded warrant to purchase 181,083 shares of common stock, or the TardiMed Warrant. The number of shares underlying the TardiMed Warrant is based on the redemption price of the Series A Preferred Stock (which had been demanded by TardiMed) divided by $11.95, the last closing price of the common stock prior to the date the Letter Agreement was executed.

Twenty percent of the TardiMed Warrant is immediately exercisable upon issuance. Beginning on September 30, 2022, and then at the end of each subsequent calendar quarter upon written request of TardiMed, the Company will allow an additional 20% of the initial balance of the TardiMed Warrant to become exercisable, provided that only 20% of the initial balance of the TardiMed Warrant will be exercisable in any given quarter. The TardiMed Warrant’s exercise price is $0.005 and may be exercised on a cashless basis. The TardiMed Warrant will terminate when exercised in full. On August 3, 2022, 20% of the TardiMed Warrant was exercised on a cashless basis and 36,196 shares of common stock were issued to TardiMed.

Pursuant to the Letter Agreement, TardiMed released and discharged the Company and its affiliates from any and all claims, rights, demands, actions, suits, causes of action, liabilities, obligations, damages and costs of any nature whatsoever that TardiMed has, had or may have against the Company or related parties in any way arising from or related to the Series Stock. As of September 30, 2022, the TardiMed Warrant was exercisable for 144,866 shares of common stock(see Note 5).