Subsequent Events	9 Months Ended
Sep. 30, 2022
Subsequent Events
Subsequent Events	15. Subsequent Events Amended License Agreement On October 11, 2022, the Company entered into an Amended and Restated License and Services Agreement (the “Amended License Agreement”) with SynWorld. Pursuant to the Original License Agreement, (i) the Company (A) granted Synworld an exclusive license to commercialize a canine-specific pharmaceutical product utilizing crofelemer as its active drug substance, which product is marketed in the United States under the trademark Canalevia® and Canalevia-CA1 (“Product”), for the treatment, prevention or amelioration of diarrhea in dogs (the “Licensed Indication”) in the People’s Republic of China, excluding Hong Kong (the “Synworld Territory”), and (B) engaged Synworld as a service provider to prepare, submit and obtain regulatory approval of the Product for the Licensed Indication in the Synworld Territory on behalf of the Company (the “Services”) and (ii) Synworld (A) agreed to pay the Company a license fee (the “License Fee”) equal to $5 million, which fee is payable in monthly installments during the initial two-year term of the Original License Agreement, and (B) committed to purchasing up to $5 million worth of unregistered shares of common stock of the Company (“Common Stock”) over the initial two-year term of the Original License Agreement (the “Subscription Shares”). As consideration for the Services to be provided by Synworld under the Original License Agreement, the Company would pay Synworld a service fee (the “Service Fee”) of up to $5 million, payable in monthly installments in the form of unregistered shares of Common Stock over the initial two-year term of the Original License Agreement (the “Service Shares”). The price per Service Share would be equal to the Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) of the Common Stock at the time of such issuance, provided that such price shall in no event be less than (A) $0.25 per share, with respect to such shares that are issued prior to the six-month anniversary of the effective date of the Amendment, and (B) $0.31 per share, with respect to such shares that are issued on or after the six-month anniversary of the effective date of the Amendment (collectively, the “Floor Price”). The Amended License Agreement, among other things, (i) removes (A) Synworld’s commitment to purchase the Subscription Shares and (B) the Floor Price that the issuance of the Service Shares is subject to, such that the Service Shares will be issued at a price per share equal to the Minimum Price at the time of such issuance, and (ii) provides the Company with the discretion to elect to pay for the Synworld’s Services either in cash or in the Service Shares in terms of each monthly installment. In addition, the Amended License Agreement (i) provides the Company with a unilateral right to cause the parties to the Amended License Agreement to suspend their respective obligations under the Amended License Agreement without terminating such agreement, and (ii) acknowledges that (A) the License Fee due and payable by Licensee for September 2022, (B) the obligation of Licensee to purchase the Subscription Shares for September 2022, and (C) the Service Fee due and payable by the Company for September 2022 are all waived in full. Consistent with the terms of the original license agreement, under no circumstances will the number of shares of common stock issued by the Company under the Amended License Agreement (i) exceed 19.99% of the total shares outstanding of the Company or (ii) result in the total number of shares of Common Stock held Synworld and its affiliates exceeding 19.99% of total shares outstanding of the Company at any given time, in each case unless stockholder approval is obtained. December 2021 ATM Agreement Subsequent to September 30, 2022, the Company has issued an additional 6,187,208 shares under the December 2021 ATM Agreement with a total net proceeds of $892,000. Note Global Amendment #2 On October 17, 2022, the Borrower and Streeterville entered into an amendment (the “Note Global Amendment #2”) with Streeterville to (i) the note purchase agreement, dated as of January 19, 2021, by and between Borrower and Streeterville (the “Note Purchase Agreement”) and (ii) the secured promissory note in the original principal amount of $6,220,812.50 (the “Note”) issued by Borrower to Streeterville as of January 19, 2021, pursuant to the Note Purchase Agreement, as amended by the global amendment, dated as of April 14, 2022, by and between Borrower and Streeterville (the “Note Amendment”). Pursuant to the Note Global Amendment #2, (i) Streeterville will, under the Note Purchase Agreement, no longer be entitled to the Return Bonus (as defined in the Note Purchase Agreement) in the event of a sale by Borrower of the program to pursue the TDPRV (as defined in the Note Purchase Agreement); (ii) Borrower may not prepay the Note without Streeterville’s prior written consent; and (iii) the deadline to begin the Phase 1 clinical trial for Lechlemer, as provided in the definition of the term “Trial Failure” in the Note, is extended from July 1, 2022 to July 1, 2023.

Subsequent Events

9 Months Ended

Sep. 30, 2022

15. Subsequent Events

Amended License Agreement

On October 11, 2022, the Company entered into an Amended and Restated License and Services Agreement (the “Amended License Agreement”) with SynWorld. Pursuant to the Original License Agreement, (i) the Company (A) granted Synworld an exclusive license to commercialize a canine-specific pharmaceutical product utilizing crofelemer as its active drug substance, which product is marketed in the United States under the trademark Canalevia® and Canalevia-CA1 (“Product”), for the treatment, prevention or amelioration of diarrhea in dogs (the “Licensed Indication”) in the People’s Republic of China, excluding Hong Kong (the “Synworld Territory”), and (B) engaged Synworld as a service provider to prepare, submit and obtain regulatory approval of the Product for the Licensed Indication in the Synworld Territory on behalf of the Company (the “Services”) and (ii) Synworld (A) agreed to pay the Company a license fee (the “License Fee”) equal to $5 million, which fee is payable in monthly installments during the initial two-year term of the Original License Agreement, and (B) committed to purchasing up to $5 million worth of unregistered shares of common stock of the Company (“Common Stock”) over the initial two-year term of the Original License Agreement (the “Subscription Shares”). As consideration for the Services to be provided by Synworld under the Original License Agreement, the Company would pay Synworld a service fee (the “Service Fee”) of up to $5 million, payable in monthly installments in the form of unregistered shares of Common Stock over the initial two-year term of the Original License Agreement (the “Service Shares”). The price per Service Share would be equal to the Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) of the Common Stock at the time of such issuance, provided that such price shall in no event be less than (A) $0.25 per share, with respect to such shares that are issued prior to the six-month anniversary of the effective date of the Amendment, and (B) $0.31 per share, with respect to such shares that are issued on or after the six-month anniversary of the effective date of the Amendment (collectively, the “Floor Price”).

The Amended License Agreement, among other things, (i) removes (A) Synworld’s commitment to purchase the Subscription Shares and (B) the Floor Price that the issuance of the Service Shares is subject to, such that the Service Shares will be issued at a price per share equal to the Minimum Price at the time of such issuance, and (ii) provides the Company with the discretion to elect to pay for the Synworld’s Services either in cash or in the Service Shares in terms of each monthly installment.

In addition, the Amended License Agreement (i) provides the Company with a unilateral right to cause the parties to the Amended License Agreement to suspend their respective obligations under the Amended License Agreement without terminating such agreement, and (ii) acknowledges that (A) the License Fee due and payable by Licensee for September 2022, (B) the obligation of Licensee to purchase the Subscription Shares for September 2022, and (C) the Service Fee due and payable by the Company for September 2022 are all waived in full.

Consistent with the terms of the original license agreement, under no circumstances will the number of shares of common stock issued by the Company under the Amended License Agreement (i) exceed 19.99% of the total shares outstanding of the Company or (ii) result in the total number of shares of Common Stock held Synworld and its affiliates exceeding 19.99% of total shares outstanding of the Company at any given time, in each case unless stockholder approval is obtained.

December 2021 ATM Agreement

Subsequent to September 30, 2022, the Company has issued an additional 6,187,208 shares under the December 2021 ATM Agreement with a total net proceeds of $892,000.

Note Global Amendment #2

On October 17, 2022, the Borrower and Streeterville entered into an amendment (the “Note Global Amendment #2”) with Streeterville to (i) the note purchase agreement, dated as of January 19, 2021, by and between Borrower and Streeterville (the “Note Purchase Agreement”) and (ii) the secured promissory note in the original principal amount of $6,220,812.50 (the “Note”) issued by Borrower to Streeterville as of January 19, 2021, pursuant to the Note Purchase Agreement, as amended by the global amendment, dated as of April 14, 2022, by and between Borrower and

Streeterville (the “Note Amendment”). Pursuant to the Note Global Amendment #2, (i) Streeterville will, under the Note Purchase Agreement, no longer be entitled to the Return Bonus (as defined in the Note Purchase Agreement) in the event of a sale by Borrower of the program to pursue the TDPRV (as defined in the Note Purchase Agreement); (ii) Borrower may not prepay the Note without Streeterville’s prior written consent; and (iii) the deadline to begin the Phase 1 clinical trial for Lechlemer, as provided in the definition of the term “Trial Failure” in the Note, is extended from July 1, 2022 to July 1, 2023.