Related Party Transactions	6 Months Ended
Jun. 30, 2019
Related Party Transactions
Related Party Transactions	5. Related Party Transactions Management Services Agreement In March 2018, concurrent with the issuance of the Company’s Series A convertible participating preferred stock to Sagard Capital Partners, the Company entered into a Management Services Agreement with Sagard Capital Partners. Under the agreement, Sagard Partners will provide consulting and management advisory service to the Company from March 2018 through March 2021. These services include assistance with strategic planning regarding the Company’s commercial strategy, research and due diligence regarding human resource activities, and strategic advice in financial matters. In consideration for such services, the Company will pay Sagard Capital Partners an annual fee of $450,000, with total fees over the term of the agreement not to exceed $1,350,000. Letter of Credit To satisfy the letter of credit requirement in the Company’s new office lease agreement, Pacific Capital Management, LLC, one of the Company’s existing shareholders, caused its financial institution to issue a letter of credit in the amount of $475,000 on behalf of the Company, dated August 28, 2018. In consideration of the letter of credit, in August 2018 the Company issued to Capital Management, LLC a warrant to purchase 9,580 shares of the Company’s voting common stock. The warrant is exercisable on or after March 28, 2019 at an exercise price of $49.00 per common share and has a five year term. The $493,688 fair value of the Warrant was classified in stockholders’ equity (see Note 6). 2019 Bridge Notes Between March 18, 2019 and June 26, 2019 the Company entered into short-term Promissory Note Purchase Agreements with certain accredited investors under which the Company issued (i) fourteen Notes with a principal balance of $3,550,000 and warrant coverage at 125% of principal, and (ii) seven Notes with a principal balance of $1,500,000 and warrant coverage at 75% of principal. Collectively, cash proceeds from the twenty-one Promissory Notes (the “Note”) was $5,050,000. The Notes are not convertible and bear interest at 12% with a maturity date of July 18, 2019, at which date all principal and accrued interest are due (see Note 7). Three members of the Board of Directors of the Company had entered into short-term Promissory Note Purchase Agreements with the Company: (i) Lisa Conte, the Company’s CEO & President, (ii) James Bochnowski, and (iii) Jonathan Siegel DBA JBS Healthcare Ventures. As of June 30, 2019, Lisa Conte held a Promissory Note of $100,000 and a warrant exercisable into 15,957 shares of the Company’s common stock; James Bochnowski held a Promissory Note of $350,000 and a warrant exercisable into 93,085 shares of the Company’s common stock; and Jonathan Siegel held Promissory Notes of $75,000 and warrants exercisable into 14,628 shares of the Company’s common stock. In addition, Sagard Capital Partners held a Promissory Note of $500,000 and a warrant exercisable into 79,787 shares of the Company’s common stock; and Jonathan Glaser held a held a Promissory Note of $500,000 and a warrant exercisable into 106,383 shares of the Company’s common stock. In July 2019, Mr. Bochnowski, JBG Ventures, and JBS Healthcare exchanged their outstanding principal and related accrued interest for common stock of the Company.

5. Related Party Transactions

Management Services Agreement

In March 2018, concurrent with the issuance of the Company’s Series A convertible participating preferred stock to Sagard Capital Partners, the Company entered into a Management Services Agreement with Sagard Capital Partners. Under the agreement, Sagard Partners will provide consulting and management advisory service to the Company from March 2018 through March 2021. These services include assistance with strategic planning regarding the Company’s commercial strategy, research and due diligence regarding human resource activities, and strategic advice in financial matters. In consideration for such services, the Company will pay Sagard Capital Partners an annual fee of $450,000, with total fees over the term of the agreement not to exceed $1,350,000.

Letter of Credit

To satisfy the letter of credit requirement in the Company’s new office lease agreement, Pacific Capital Management, LLC, one of the Company’s existing shareholders, caused its financial institution to issue a letter of credit in the amount of $475,000 on behalf of the Company, dated August 28, 2018. In consideration of the letter of credit, in August 2018 the Company issued to Capital Management, LLC a warrant to purchase 9,580 shares of the Company’s voting common stock. The warrant is exercisable on or after March 28, 2019 at an exercise price of $49.00 per common share and has a five year term. The $493,688 fair value of the Warrant was classified in stockholders’ equity (see Note 6).

2019 Bridge Notes

Between March 18, 2019 and June 26, 2019 the Company entered into short-term Promissory Note Purchase Agreements with certain accredited investors under which the Company issued (i) fourteen Notes with a principal balance of $3,550,000 and warrant coverage at 125% of principal, and (ii) seven Notes with a principal balance of $1,500,000 and warrant coverage at 75% of principal. Collectively, cash proceeds from the twenty-one Promissory Notes (the “Note”) was $5,050,000. The Notes are not convertible and bear interest at 12% with a maturity date of July 18, 2019, at which date all principal and accrued interest are due (see Note 7).

Three members of the Board of Directors of the Company had entered into short-term Promissory Note Purchase Agreements with the Company: (i) Lisa Conte, the Company’s CEO & President, (ii) James Bochnowski, and (iii) Jonathan Siegel DBA JBS Healthcare Ventures. As of June 30, 2019, Lisa Conte held a Promissory Note of $100,000 and a warrant exercisable into 15,957 shares of the Company’s common stock; James Bochnowski held a Promissory Note of $350,000 and a warrant exercisable into 93,085 shares of the Company’s common stock; and Jonathan Siegel held Promissory Notes of $75,000 and warrants exercisable into 14,628 shares of the Company’s common stock. In addition, Sagard Capital Partners held a Promissory Note of $500,000 and a warrant exercisable into 79,787 shares of the Company’s common stock; and Jonathan Glaser held a held a Promissory Note of $500,000 and a warrant exercisable into 106,383 shares of the Company’s common stock. In July 2019, Mr. Bochnowski, JBG Ventures, and JBS Healthcare exchanged their outstanding principal and related accrued interest for common stock of the Company.