membersip interests prior to or in conjunction with the Corporate Conversion, at which time all of the Company’s outstanding membership interests converted into shares of common stock.
The Notes bore interest at 8% per annum, with a maximum term of 18 months. The Notes were unsecured obligations and did not contain any financial covenants or restrictions on the payments to members, the incurrence of indebtedness, or the issuance or repurchase of securities by the Company.
The Company recognized interest expense related to the Notes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Fourth offering
|
$
|
—
|
|
$
|
73,192
|
|
$
|
—
|
|
$
|
146,384
|
Fifth offering
|
|
—
|
|
|
26,260
|
|
|
—
|
|
|
26,260
|
|
$
|
—
|
|
$
|
99,452
|
|
$
|
—
|
|
$
|
172,644
|
7Members’ Deficit
On May 1, 2020, the Company adopted its Second Amended and Restated Operating Agreement (the “Amended Operating Agreement”). The Amended Operating Agreement changed the Company’s classes of membership from two classes (voting and non-voting) to one class of membership and gave the Board the rights to make all decisions concerning the business, affairs and properties of the Company. Under the Amended Operating Agreement, the members had the right to vote on the dissolution and termination of the Company, the removal of existing directors, the appointment of new directors and any plan of conversion or merger. As such, at June 30, 2020, all members had the same rights, privileges and powers and were considered as voting members’ interests.
In conjunction with the Corporate Conversion, all of the Company’s outstanding membership interests converted into shares of common stock.
8Stockholders’ Equity
The Company’s certificate of incorporation, adopted on December 16, 2020, authorizes the issuance of two classes of stock: 43,000,000 shares of common stock and 2,000,000 shares of preferred stock, each with a par value of $0.0001 per share.
9Related Parties
The Company uses Gendreau Consulting, LLC, a consulting firm, for drug development, clinical trial design, and planning, implementation and execution of contracted activities with the clinical research organization. The managing member of the firm became the Company’s Chief Medical Officer (“CMO”) effective January 1, 2021. The Company has and will continue to contract the services of the CMO’s spouse through the firm to perform certain activities in connection with its upcoming clinical trial in FM. During the three and six months ended June 30, 2021 and 2020, the Company paid the firm $77,816 and $142,282, respectively, and $0 and $450, respectively, and had accounts payable of $26,011 and $7,916 to the firm as of June 30, 2021 and December 31, 2020, respectively.