Timber Pharmaceuticals (TMBR) 10-K 23 Mar 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Mar. 15, 2021	Jun. 30, 2020
Document and Entity Information
Entity Registrant Name	Timber Pharmaceuticals, Inc.
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		36,843,045
Entity Central Index Key	0001504167
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Trading Symbol	TMBR
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NYSE
Entity Public Float			$ 12.1
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No

Consolidated Balance Sheet

Consolidated Balance Sheet - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 10,348,693	$ 57,073
Other current assets	377,290	32,820
Total current assets	10,725,983	89,893
Deposits	114,534
Right of use asset	787,432
Total assets	11,627,949	89,893
Current liabilities
Accounts payable	395,049	501,451
Accrued expenses	768,661	214,660
License payable		750,000
Lease liability, current portion	217,651
Total current liabilities	1,381,361	1,466,111
Notes payable	37,772
Lease liability	579,455
Deferred tax liability	37,842
Other liabilities	73,683
Total liabilities	2,110,113	1,466,111
Commitments and contingencies (Note 11)
Members' and stockholders' equity (deficit)
Common stock	27,132
Additional paid-in capital	25,826,295
Accumulated deficit	(18,245,396)	(3,075,113)
Total members' and stockholders' equity (deficit)	7,608,031	(1,376,218)
Total liabilities and members' and stockholders' equity (deficit)	11,627,949	89,893
Preferred Units
Members' and stockholders' equity (deficit)
Preferred stock		1,624,228
Common Units
Members' and stockholders' equity (deficit)
Common stock		$ 74,667
Redeemable Series A Convertible Preferred Stock
Members' and stockholders' equity (deficit)
Preferred stock	$ 1,909,805

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	450,000,000	450,000,000
Common stock, shares issued	27,132,420	0
Common stock, shares outstanding	27,132,420	0
Redeemable Series A Convertible Preferred Stock
Series A convertible preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Series A convertible preferred stock, shares authorized	2,500	2,500
Series A convertible preferred stock, shares issued	1,819	0
Series A convertible preferred stock, shares outstanding	1,819	0

Consolidated Statement of Opera

Consolidated Statement of Operations - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Consolidated Statement of Operations
Grant revenues	$ 270,538	$ 453,810
Operating costs and expenses
Research and development	1,748,887	2,733,026
Research and development - license acquired	1,070,000	12,371,332
Transaction costs		1,501,133
Selling, general and administrative	488,799	4,060,186
Total operating expenses	3,307,686	20,665,677
Loss from operations	(3,037,148)	(20,211,867)
Other income (expense)
Interest expense		(4,416,746)
Interest income		816,657
Change in fair value of investment in BioPharmX		559,805
Change in fair value of warrant liability		8,156,770
Gain (loss) on foreign currency exchange	(130)	15,609
Total other income (expense)	(130)	5,132,095
Loss before provision for income taxes	(3,037,278)	(15,079,772)
Provision for income taxes		37,842
Net loss	(3,037,278)	(15,117,614)
Accrued dividend on preferred stock units	(37,835)	(52,669)
Cumulative dividends on Series A preferred stock		(90,516)
Net loss attributable to common stockholders	$ (3,075,113)	$ (15,260,799)
Basic and diluted net loss per share attributable to common stockholders	$ (0.49)	$ (0.97)
Basic and diluted weighted average number of shares outstanding	6,295,724	15,699,869

Consolidated Statements of Memb

Consolidated Statements of Members' and Stockholders' Equity (Deficit) - USD ($)	Series A preferred stock	Preferred Units	Common Units	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning Balance at Feb. 25, 2019	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning Balance (in shares) at Feb. 25, 2019	0	0	0	0
Increase (decrease) in stockholders' equity (deficit)
Issuance of stock for cash		$ 1,399,900	$ 100				100
Issuance of stock for cash (in shares)		1,400,000	10,000
Non-cash contribution from TardiMed		$ 186,493					186,493
Non-cash contribution from TardiMed(in shares)		186,493
Accrued preferred unit dividend		$ 37,835				(37,835)
Accrued preferred unit dividend (in shares)		37,835
Stock-based compensation			$ 74,567				74,567
Net loss						(3,037,278)	(3,037,278)
Ending Balance at Dec. 31, 2019		$ 1,624,228	$ 74,667			(3,075,113)	(1,376,218)
Ending Balance (in shares) at Dec. 31, 2019		1,624,328	10,000
Increase (decrease) in stockholders' equity (deficit)
Issuance of common stock for acquisition of BioPharmX				$ 1,367	8,366,666		8,368,033
Issuance of common stock for acquisition of BioPharmX (in shares)				1,367,326
Issuance of stock for cash				$ 4,186	17,495,814		17,500,000
Issuance of stock for cash (in shares)				4,185,981
Series A liability classified warrants					16,511,634		16,511,634
Bridge Loan converted to equity					5,000,000		5,000,000
Reclassification of bridge warrant					3,423,204		3,423,204
Non-cash contribution from TardiMed		$ 142,392					142,392
Non-cash contribution from TardiMed(in shares)		142,392
Accrued preferred unit dividend		$ 52,669				(52,669)
Accrued preferred unit dividend (in shares)		52,669
Conversion of common units to common stock pursuant to BioPharmX acquisition			$ (74,667)	$ 6,296	68,371		74,667
Conversion of common units to common stock pursuant to BioPharmX acquisition (in shares)			(10,000)	6,295,724
Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition	$ 1,819,289	$ (1,819,289)					(1,819,289)
Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition (in shares)	1,819	(1,819,389)
Accrued dividend series A preferred stock	$ 90,516				(90,516)		(90,516)
Exercise of Series B warrants				$ 15,283	(8,907)		6,377
Exercise of Series B warrants (in shares)				15,283,389
Reclassification of Series A warrant liability					7,864,377		7,864,377
Stock-based compensation					218,919		218,919
Net loss						(15,117,614)	(15,117,614)
Ending Balance at Dec. 31, 2020	$ 1,909,805			$ 27,132	$ 25,826,295	$ (18,245,396)	$ 7,608,031
Ending Balance (in shares) at Dec. 31, 2020	1,819			27,132,420

Consolidated Statement of Cash

Consolidated Statement of Cash Flows - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (3,037,278)	$ (15,117,614)
Adjustments to reconcile net loss to net cash used in operating activities:
Research and development-licenses acquired	1,070,000	12,371,332
Non-cash contribution from TardiMed	186,493	142,392
Stock-based compensation	74,567	218,919
Change in fair value of warrant liability		(8,156,770)
Change in fair value of investment in BioPharmX		(559,805)
Amortization of loan discount		(775,000)
Amortization of debt discount		4,232,718
Amortization of right of use assets		116,938
Accrued interest on BioPharmX loan		(41,655)
Accrued interest on bridge notes		183,333
Deferred taxes		37,842
Changes in assets and liabilities:
Other current assets	(32,820)	(342,443)
Accounts payable	501,451	(716,525)
Accrued expenses	214,660	221,671
Lease liability		(108,646)
Net cash used in operating activities	(1,022,927)	(8,293,313)
Cash flows from investing activities
Cash acquired with acquisition of BioPharmX		340,786
Loan to BioPharmX		(2,250,000)
Purchase of research and development licenses - AFT Pharmaceuticals Limited	(320,000)	(750,000)
Net cash used in investing activities	(320,000)	(2,659,214)
Cash flows from financing activities:
Proceeds from PPP loan		37,772
Proceeds from the issuance of preferred stock	1,399,900
Proceeds from the issuance of common stock and warrants, net of issuance costs	100	17,500,000
Proceeds from bridge notes payable		3,700,000
Proceeds from the exercise of Series B warrants		6,375
Net cash provided by financing activities	1,400,000	21,244,147
Net increase in cash and cash equivalents	57,073	10,291,620
Cash and cash equivalents, beginning of year		57,073
Cash and cash equivalents, end of year	$ 57,073	10,348,693
Non cash investing and financing activities:
Issuance of common stock for acquisition of BioPharmx		8,368,033
Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition		1,819,289
Conversion of common units to common stock pursuant to BioPharmX acquisition		74,667
Bridge loan converted to equity		5,000,000
Reclassification of bridge warrant		3,423,204
Series A liability classified warrants		16,511,634
Reclassification of Series A warrant liability		$ 7,864,377

Organization and description of

Organization and description of business operations	12 Months Ended
	Dec. 31, 2020
Organization and description of business operations
Organization and description of business operations	Note 1. Organization and description of business operations Timber Pharmaceuticals, Inc., formerly known as BioPharmX Corporation (together with its subsidiary Timber Pharmaceuticals Australia Pty Ltd. and Timber Pharmaceuticals LLC, the “Company” or “Timber”) is incorporated under the laws of the state of Delaware. Timber was founded in 2019 to develop treatments for unmet needs in medical dermatology. Timber has a particular focus on rare diseases or conditions of the skin for which there are no current treatments. Timber is initially targeting multiple indications in rare/orphan dermatology with no approved treatments. Merger Agreement On May 18, 2020, BioPharmX Corporation (“BioPharmX”) completed its business combination with Timber Pharmaceuticals LLC, a Delaware limited liability company (“Timber Sub”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the “Merger Agreement”), by and among BioPharmX, Timber Sub and BITI Merger, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), as amended by Amendment No. 1 thereto made and entered into as of March 24, 2020 (the “First Amendment”) and Amendment No. 2 thereto made and entered into as of April 27, 2020 (the “Second Amendment”) (the Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended Merger Agreement”), pursuant to which Merger Sub merged with and into Timber Sub, with Timber Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”). In connection with, and immediately prior to the completion of, the Merger, BioPharmX effected a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1‑for‑12 (the “Reverse Stock Split”). Immediately after completion of the Merger, BioPharmX changed its name to “Timber Pharmaceuticals, Inc.” and the officers and directors of Timber Sub became the officers and directors of the Company. Under the terms of the Amended Merger Agreement, BioPharmX issued shares of Common Stock to the holders of common units of Timber Sub. Immediately after the Merger, there were approximately 11,849,031 shares of Common Stock outstanding (after the Reverse Stock Split). Pursuant to the terms of the Amended Merger Agreement, the former holders of common units of Timber Sub (including the Investors, as defined below, but excluding Value Appreciation Rights of Timber Sub (“VARs”), as defined below) owned in the aggregate approximately 88.5% of the outstanding Common Stock, with the Company’s stockholders immediately prior to the Merger owning approximately 11.5% of the outstanding Common Stock. The number of shares of Common Stock issued to the holders of common units of Timber Sub for each common unit of Timber Sub outstanding immediately prior to the Merger was calculated using an exchange ratio of approximately 629.57 shares of Common Stock for each Timber Sub unit. In addition, the 584 VARs that were outstanding immediately prior to Merger became denoted and payable in 367,670 shares of Common Stock at the Effective Time of the Merger (the “Effective Time”). Further, the holder of the 1,819,289 preferred units of Timber Sub outstanding immediately prior to the Merger received 1,819 shares of the newly created convertible Series A preferred stock at the Effective Time. As part of the Merger, the Company assumed 220,030 legacy BioPharmX warrants with a weighted average exercise price of $164.17 per share, and 97,870 legacy BioPharmX stock options with a weighted average exercise price of $45.81 per share. In connection with the Merger Agreement, BioPharmX entered into a Credit Agreement with Timber Sub, pursuant to which Timber Sub made a bridge loan to the Company (the “Bridge Loan”), in an aggregate amount of $2.25 million with $250,000 original issue discount. The Company incurred approximately $1.5 million of legal, consulting and other professional fees related to the Merger, which were classified as transaction expenses in the accompanying consolidated statement of operations for the year ended December 31, 2020. Securities Purchase Agreement On May 18, 2020, Timber and Timber Sub completed a private placement transaction (the “Pre-Merger Financing”) with the Investors pursuant to the Securities Purchase Agreement for an aggregate purchase price of approximately $25.0 million (comprised of (i) approximately $5 million credit with respect to the senior secured notes issued in connection with the bridge loan that certain of the Investors made to Timber Sub at the time of the execution of the Merger Agreement and (ii) approximately $20 million in cash from the Investors). Pursuant to the Pre-Merger Financing, (i) Timber Sub issued and sold to the Investors common units of Timber Sub which converted pursuant to the exchange ratio in the Merger into an aggregate of approximately 4,137,509 shares (the “Converted Shares”) of Common Stock; and (ii) the Company agreed to issue to each Investor, on the tenth trading day following the consummation of the Merger, (A) Series A Warrants representing the right to acquire shares of Common Stock (“Series A Warrants”) equal to 75% of the sum of (a) the number of Converted Shares issued to the Investor, without giving effect to any limitation on delivery contained in the Securities Purchase Agreement, and (b) the number of shares of Common Stock underlying the Series B Warrants issued to the Investor (the “Series B Warrants”) and (B) the Series B Warrants. On June 2, 2020, pursuant to the terms of the Securities Purchase Agreement, the Company issued 8,384,764 Series A Warrants to purchase shares of Common Stock (“Series A Warrants”) and 7,042,175 Series B Warrants to purchase shares of Common Stock (“Series B Warrants”). In addition, pursuant to the terms of the Securities Purchase Agreement, dated as of January 28, 2020 between Timber Sub and several of the Investors, the Company issued to such purchasers, on May 22, 2020, warrants to purchase 413,751 shares of Common Stock (the “Bridge Warrants”) which have an exercise price of $2.2362 per share. Investor Warrants Series A Warrants The Series A Warrants have an exercise price of $1.16 per share, were exercisable upon issuance and will expire on the day following the later to occur of (i) June 2, 2025 and (ii) the date on which the Series A Warrants have been exercised in full (without giving effect to any limitation on exercise contained therein) and no shares remain issuable thereunder. As of March 15, 2021, the Series A Warrants are exercisable for 16,701,824 shares of Common Stock in the aggregate. Pursuant to the Series A Warrants, the Company has agreed not to enter into, allow or be party to certain fundamental transactions, generally including any merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of the Common Stock (a “Fundamental Transaction”) until May 1, 2021. Thereafter, upon any exercise of a Series A Warrant, the holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Series A Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Series A Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Series A Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Series A Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under the Series A Warrants, upon which the Series A Warrants shall become exercisable for shares of Common Stock, shares of the Common Stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Series A Warrants prior to such Fundamental Transaction, at the holders’ election. Additionally, at the request of a holder delivered before the 90th day after the consummation of a Fundamental Transaction, the Company must purchase such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated. If the Company fails to issue to a holder of Series A Warrants the number of shares of Common Stock to which such holder is entitled upon such holder’s exercise of the Series A Warrants, then the Company shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 1.5% of the market value of the undelivered shares determined using a trading price of Common Stock selected by the holder while the failure is continuing and if the holder purchases shares of Common Stock in connection with such failure (“Series A Buy-In Shares”), then the Company must, at the holder’s discretion, reimburse the holder for the cost of such Series A Buy-In Shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for the Series A Buy-In Shares and the market price of such shares, measured at any time of the holder’s choosing while the delivery failure was continuing. Further, the Series A Warrants provide that, in the event that the Company does not have sufficient authorized shares to deliver in satisfaction of an exercise of a Series A Warrant, then unless the holder elects to void such attempted exercise, the holder may require the Company to pay an amount equal to the product of (i) the number of shares that the Company is unable to deliver and (ii) the highest volume-weighted average price of a share of Common Stock as quoted on the NYSE American during the period beginning on the date of such attempted exercise and ending on the date that the Company makes the applicable payment. On November 19, 2020 the Company entered into waiver agreements with each of the holders of the Company’s Series A Warrants. Pursuant to the waiver agreements the holders agreed to waive certain provisions in the Warrants in order to allow for one immediate and final reset of the number of shares of common stock underlying the Warrants and the exercise price of the Series A Warrants, and permanently waive the provisions providing for future resets of the number of shares of common stock underlying the Warrants and the exercise price of the Series A Warrants (other than the anti-dilution protection provisions in the Series A Warrants providing for adjustments to the exercise price of the Series A Warrants upon a dilutive issuance). As a result, the exercise price of the Series A Warrants was set at $1.16 per share and the number of shares underlying all of the Series A Warrants was set at 20,178,214. Series B Warrants The Series B Warrants had an exercise price of $0.001 per share, were exercisable upon issuance and were exercised in full on March 4, 2021. The Series B Warrants were exercisable for 22,766,776 shares of Common Stock in the aggregate. On November 19, 2020 the Company entered into waiver agreements with each of the holders of the Company’s Series B Warrants. Pursuant to the waiver agreements the holders agreed to waive certain provisions in the Warrants in order to allow for one immediate and final reset of the number of shares of common stock underlying the Series B Warrants. As a result, the number of shares underlying all of the Series B Warrants was set at 22,766,776 and the exercise price remains at $.001 per share. During the year ended December 31, 2020, 15,292,744 Series B warrants were exercised for 15,284,992 shares of the Company’s common stock. The number of shares underlying a holder’s Series B Warrants was calculated using the existing formula set forth in the Series B Warrants and was reached by dividing the initial purchase price paid by the holder under the Purchase Agreement by a “Reset Price”, equal to the arithmetic average of the five (5) lowest Weighted Average Prices (as defined in the Warrants) of the Common Stock during the applicable “Reset Period,” in this case being the nine Trading Day (as defined in the Warrants) period ending on the Effective Date (but not less than the Reset Floor Price), and subtracting from such quotient the number of shares of Common Stock issued (or that were issuable) under the Purchase Agreement to the holder. Bridge Warrants The Bridge Warrants, were issued on May 22, 2020 to the Bridge Investors, have an exercise price of $2.2362 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. The Bridge Warrants are exercisable for 413,751 shares of Common Stock in the aggregate. The Bridge Warrants provide that if Timber issues or sells or in accordance with the terms of the Bridge Warrants, is deemed to have issued or sold any shares of Common Stock for a price per share lower than the exercise price then in effect subject to certain limited exceptions, then the exercise price of the Bridge Warrants shall be reduced to such lower price per share. Upon the consummation of Fundamental Transaction by the Company, upon any exercise of a Bridge Warrant, the holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Bridge Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Bridge Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Bridge Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Bridge Warrant following such Fundamental Transaction. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under the Bridge Warrants, upon which the Bridge Warrants shall become exercisable for shares of Common Stock, shares of the Common Stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Bridge Warrants prior to such Fundamental Transaction, at the holders’ election. Additionally, at the request of a holder of a Bridge Warrant delivered before the 90th day after the consummation of a Fundamental Transaction, Timber or the successor entity must purchase such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated. The Bridge Warrants also contain a “cashless exercise” feature that allows the holders to exercise the Bridge Warrants without making a cash payment in the event that there is no effective registration statement registering the shares issuable upon exercise of the Bridge Warrants. The Bridge Warrants are subject to a blocker provision which restricts the exercise of the Bridge Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% or 9.99% of the outstanding shares of Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Bridge Warrants. Liquidity and Capital Resources The Company has no product revenues, incurred operating losses since Inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company had an accumulated deficit of approximately $18.2 million at December 31, 2020, a net loss of approximately $15.1 million, and approximately $8.3 million of net cash used in operating activities for the year ended December 31, 2020. Going Concern The Company has evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the filing of this Annual Report. Based on such evaluation and the Company’s current plans, which are subject to change, management believes that the Company’s existing cash and cash equivalents as of December 31, 2020 are not sufficient to satisfy its operating cash needs for the year after the filing of this Annual Report. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company’s future liquidity and capital funding requirements will depend on numerous factors, including: ·  its ability to raise additional funds to finance its operations, including its ability to access financing that may be unavailable due to contractual limitations under the Securities Purchase Agreement; ·  the outcome, costs and timing of clinical trial results for the Company’s current or future product candidates, including the timing, progress, costs and results of its Phase 2b clinical trial of TMB‑001 for the treatment of congenital ichthyosis as well as its ongoing Phase 2b clinical trial of TMB‑002 for the treatment of facial angiofibromas in tuberous sclerosis complex; ·  the outcome, timing and cost of meeting regulatory requirements established by the FDA and other comparable foreign regulatory authorities; ·  the emergence and effect of competing or complementary products; ·  its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights; ·  the cost and timing of completion of commercial-scale manufacturing activities; ·  the cost of establishing sales, marketing and distribution capabilities for its products in regions where it chooses to commercialize its products on its own; ·  the initiation, progress, timing and results of the commercialization of its product candidates, if approved for commercial sale; ·  its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel; and ·  the terms and timing of any collaborative, licensing or other arrangements that it has or may establish. The Company will need to raise substantial additional funds through one or more of the following: issuance of additional debt or equity and/or the completion of a licensing or other commercial transaction for one or more of the Company’s product candidates. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or convertible debt financings will likely have a dilutive effect on the holdings of the Company’s existing stockholders. The impact of the worldwide spread of a novel strain of coronavirus (“COVID-19”) has been unprecedented and unpredictable. Site activation and patient enrollment have recently been impacted by the COVID‑19 pandemic in the larger and longer TMB‑002 study, especially at our contracted test sites in Eastern Europe. The Company is continuing to assess the effect on its operations by monitoring the spread of COVID‑19 and the actions implemented to combat the virus throughout the world and its assessment of the impact of COVID‑19 may change.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Significant Accounting Policies
Significant Accounting Policies	Note 2. Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as determined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and include all adjustments necessary for the fair presentation of its consolidated balance sheet, results of operations and cash flows for the period presented. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to the valuations of warrants, notes, and equity-based awards and member units. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and money market mutual funds. Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Accrued Outsourcing Costs Substantial portions of the Company’s preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively “CROs”). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestone achievement. For preclinical studies, the Company accrues expenses based upon estimated percentage of work completed and the contract milestones remaining. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors. The Company outsources a substantial portion of its clinical trial activities, utilizing external entities such as CROs, independent clinical investigators, and other third-party service providers to assist the Company with the execution of its clinical studies. For each clinical trial that the Company conducts, certain clinical trial costs are expensed immediately, while others are expensed over time based on the number of patients in the trial, the attrition rate at which patients leave the trial, and/or the period over which clinical investigators or CROs are expected to provide services. The Company’s estimates depend on the timeliness and accuracy of the data provided by the CROs regarding the status of each program and total program spending. The Company periodically evaluates the estimates to determine if adjustments are necessary or appropriate based on information it receives. Fair Value Measurement The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of December 31, 2020 and 2019, the recorded values of prepaid expenses, accounts payable, accrued expenses, and license payable, approximate the fair values due to the short-term nature of the instruments. Leases The Company accounts for its leases under the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. Revenue Recognition The Company has not yet generated any revenue from product sales. The Company’s source of revenue in 2020 and 2019 has been from grants. When grant funds are received after costs have been incurred, the Company records grant revenue upon the receipt of cash. Warrant Liability The Company had accounted for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The Company issued Series A Warrants to purchase 8,384,764 shares of its common stock to investors in connection with the $20 million financing in May 2020, and recorded these outstanding warrants as a liability at fair value utilizing a Monte Carlo simulation model. As further described in Note 6, the fair value of the warrants issued by the Company in connection with the $5.0 million Bridge Notes has been estimated using a probability-weighted Black-Scholes option pricing model. Upon consummation of the Merger the Series B Warrants are classified as equity. Pursuant to the waiver agreement related to the Company’s Series A Warrants (see Note 1), on November 19, 2020, the warrant liability was reclassified to additional paid-in capital. Stock-Based Compensation The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company. In 2019, the Company granted VARs to certain employees at specified exercise prices. The Company estimates the fair value of VARs using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of equity-based awards represented management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All equity-based compensation costs are recorded in general and administrative or research and development costs in the statements of operations. Convertible Preferred Stock The Company records shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company has applied the guidance in ASC 480‑10‑S99‑3A, Securities and Exchange Commission (“SEC”) Staff Announcement: Classification and Measurement of Redeemable Securities and has therefore classified the Series A convertible preferred stock as mezzanine equity. The convertible preferred stock is recorded outside of stockholders’ deficit because, in the event of certain change of control events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock will become redeemable at the option of the holders. Loss Per Share Basic net loss per share (“EPS”) of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. To calculate the basic EPS numerator, income available to common stockholders must be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not declared) from income from continuing operations and also from net income. If there is a loss from continuing operations or a net loss, the amount of the loss shall be increased by those preferred dividends. The outstanding Series A Preferred Stock has cumulative dividends, whether or not declared. The basic and diluted net loss amounts are the same for the year ended December 31, 2020 and the period from inception through December 31, 2019, as a result of the net loss and anti-dilutive impact of the potentially dilutive securities. Potentially dilutive shares are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, value appreciation rights, and warrants. Potentially dilutive shares issuable upon conversion of the Series A Preferred Stock are calculated using the if-converted method. The following is a reconciliation of the numerator and denominator of the diluted net loss per share computations for the periods presented below: For the Period from February 26, 2019 Year Ended (Inception) through December 31, 2020 December 31, 2019 Basic and diluted loss per share: Net loss $ (15,117,614) $ (3,037,278) Accrued dividend on preferred stock units (52,669) (37,835) Cumulative dividends on Series A preferred stock (90,516) Net loss attributable to common stockholders $ (15,260,799) $ (3,075,113) Basic and diluted weighted average number of shares outstanding 15,699,869 6,295,724 Basic and diluted net loss per share attributable to common stockholders $ (0.97) $ (0.49) Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the year ended December 31, 2020 and the period from inception through December 31, 2019, because their inclusion would be anti-dilutive are as follows: December 31, 2020 2019 Series A warrants 20,178,214 — Bridge warrants 413,751 — Variable appreciation rights 367,670 429,368 Options to purchase common stock 184,456 — Series A preferred stock 1,819,389 — Legacy stock options 15,781 — Legacy warrants 219,928 — 23,199,189 429,368 Income taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more-likely than not that some or all of the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. In accordance with this guidance, tax positions must meet a more-likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of tax position. The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying consolidated statements of operations. Recent accounting pronouncements In June 2018, the FASB issued ASU 2018‑07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting , which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted this standard effective February 2019. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020‑06, Debt—Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements and related disclosures.

Acquisition of BioPharmX

Acquisition of BioPharmX	12 Months Ended
	Dec. 31, 2020
Acquisition of BioPharmX
Acquisition of BioPharmX	Note 3. Acquisition of BioPharmX As described in Note 1, on May 18, 2020, the Company completed its acquisition of BioPharmX in accordance with the terms of the Merger Agreement. The acquisition was accounted for as an asset acquisition/reverse merger. Pursuant to the Merger Agreement, following the Merger, the Timber Sub members, including the investors funding the $20 million investment and the bridge investors, own approximately 88.5% of the outstanding common stock of BioPharmX, and the BioPharmX stockholders own approximately 11.5% of the outstanding common stock as of the date of the merger. The cost of the BioPharmX acquisition, which represents the consideration transferred to BioPharmX stockholders in the BioPharmX acquisition, of $12.4 million consists of the following: Number of shares of the combined company owned by BioPharmX stockholders 1,367,326 Multiplied by the fair value per share of BioPharmX common stock $ 6.12 Total estimated fair value of common stock 8,368,033 Add: net liabilities acquired (2,833,453) Add: investment in BioPharmX (1,169,846) Total consideration - recorded as research and development acquired $ 12,371,332 The total cost of the BioPharmX acquisition was allocated to the net liabilities acquired as follows: Cash and cash equivalents $ 340,786 Other current assets 2,027 Deposits 114,534 ROU asset 904,370 Accounts payable (610,882) Credit cards 760 Accrued expenses (148,999) Note - short term (2,456,614) Operating lease liability - short term (259,712) Other long term liabilities (73,682) Operating lease liability - long term (646,041) Net liabilities acquired $ (2,833,453)

Credit Agreement with BioPharmX

Credit Agreement with BioPharmX	12 Months Ended
	Dec. 31, 2020
Credit Agreement with BioPharmX
Credit Agreement with BioPharmX	Note 4. Credit Agreement with BioPharmX Loan to BioPharmX In 2020, prior to the BioPharmX acquisition the Company loaned BioPharmX $2.5 million in three tranches. During the year ended December 31, 2020, the Company recorded interest income of approximately $42,000. In connection with the loan the Company also received a warrant which was subsequently exercised for 193,596 common shares of BioPharmX. The following is a summary of the loan and investment in BioPharmX during the year ended December 31, 2020: Investment in Loan to BioPharmX BioPharmX Total Balance as of January 1, 2020 $ — $ — $ — Principal balance 2,400,000 — 2,400,000 Accrued interest 41,655 — 41,655 Fair value of BioPharmX common stock — 625,000 625,000 Change in fair value — 559,805 559,805 Balance as of May 18, 2020 $ 2,441,655 $ 1,184,805 $ 3,626,460 Acquisition of BioPharmX (2,456,614) — (2,456,614) Loan and investment in BioPharmX - recorded as research and development license acquired 14,959 (1,184,805) (1,169,846) Balance as of December 31, 2020 $ — $ — $ —

Purchases of Assets

Purchases of Assets	12 Months Ended
	Dec. 31, 2020
Purchases of Assets
Purchases of Assets	Note 5. Purchases of Assets Acquisition of Intellectual Property Rights from Patagonia Pharmaceuticals LLC ("Patagonia") On February 28, 2019, the Company acquired the intellectual property rights to a topical formulation of isotretinoin for the treatment of congenital ichthyosis and identified as TMB‑001, formerly PAT‑001, from Patagonia (the "TMB‑001 Acquisition"). Upon closing of the TMB‑001 Acquisition, the Company paid a one-time upfront payment of $50,000 to Patagonia. Patagonia is entitled to up to $27.0 million of cash milestone payments relating to certain regulatory and commercial achievements of TMB‑001, with the first being $4.0 million for the initiation of a Phase 3 pivotal trial, as agreed with the FDA. In addition, Patagonia is entitled to net sales earn-out payments ranging from low single digits to mid- double digits. The Company is responsible for all development activities. The potential regulatory and commercial milestones are not yet considered probable, and no milestone payments have been accrued at December 31, 2020 and 2019. On June 26, 2019 the Company acquired the intellectual property rights to a locally administered formulation of sitaxsentan for the treatment of cutaneous fibrosis and/or pigmentation disorders, and identified as TMB‑003, formerly PAT-S03, from Patagonia (the "TMB‑003 Acquisition"). Upon closing of the TMB‑003 Acquisition, the Company paid a one-time upfront payment of $20,000 to Patagonia. Patagonia is entitled to up to $10.25 million of cash milestone payments relating to certain regulatory and commercial achievements of TMB‑003, with the first being a one-time payment of $250,000 upon the opening of an IND with the FDA. In addition, Patagonia is entitled to net sales earn-out payments ranging from low to mid-single digits. The Company is responsible for all development activities. The potential regulatory and commercial milestones are not yet considered probable, and no milestone payments have been accrued at December 31, 2020 and 2019. The TMB‑001 Acquisition and TMB‑003 Acquisition were accounted for as an asset acquisition as the majority of the fair value of the assets acquired were concentrated in a group of similar assets, and the acquired assets did not have outputs or employees. Because the assets had not yet received regulatory approval, the purchase price paid for these assets was recorded as research and development expense in the Company’s statement of operations for the period from Inception to December 31, 2019. On January 12, 2021, the Company announced that the U.S. Food and Drug Administration has granted orphan drug designation to TMB‑003. Acquisition of License from AFT Pharmaceuticals Limited ("AFT") On July 5, 2019, the Company and AFT entered into a license agreement which provides the Company with (i) an exclusive license to certain licensed patents, licensed know-how and AFT trademarks to commercialize the Pascomer product in the United States, Canada and Mexico and (2) a co-exclusive license to develop the Pascomer product in this territory. Concurrently, the Company granted to AFT an exclusive license to commercialize the Pascomer product outside of the Company’s territory and co-exclusive sublicense to develop and manufacture the licensed product for commercialization outside of the Company’s territory (the "AFT License Agreement"). The AFT License Agreement also provides for the formation of a joint steering committee to oversee, coordinate and review recommendations and approve decisions in respect of the matters the development and commercialization of the Pascomer product, in which both the Company and AFT have the right to appoint two members. The committee is currently comprised of three members. We have final decision-making authority on all matters relating to the commercialization of the Pascomer product in the specified territory and on all matters related to the development (and regulatory approval) of the Pascomer product, with certain exceptions. The development of the Pascomer product is being conducted pursuant to a written development plan, written by AFT and approved by the joint steering committee, which is reviewed on at least an annual basis. AFT shall perform clinical trials of the Pascomer product in the specified territory and shall perform all CMC (chemistry, manufacturing and controls) and related activities to support regulatory approval. The Company is responsible for all expenses incurred by AFT during the term of the AFT License Agreement and shall equally share all costs and expenses with AFT, incurred by AFT for development and marketing work performed in furtherance of regulatory approval and commercialization worldwide, outside of the specified territory. The Company is entitled to receive a significant percentage of the economics (royalties and milestones) in any licensing transaction that AFT executes outside of North America, Australia, New Zealand, and Southeast Asia. Pursuant to the AFT License Agreement, the Company is obligated to reimburse AFT for previously spent development costs, subject to certain limitations, and to pay a one-time, irrevocable and non-creditable upfront payment to AFT, payable in scheduled installments. Specifically, the Company paid $0.25 million in October 2019 and the remaining $0.75 million due in quarterly installments with the last payment on July 1, 2020. AFT is entitled to up to $25.5 million of cash milestone payments relating to certain regulatory and commercial achievements of the AFT License. In addition, AFT is entitled to net sales royalties ranging from high single digits to low double digits for the program licensed. The potential regulatory and commercial milestones are not yet considered probable, and no milestone payments have been accrued at December 31, 2020 and 2019. The AFT License Agreement was accounted for as an asset acquisition pursuant to ASU 2017‑01 as the majority of the fair value of the assets acquired were concentrated in a group of similar assets, and the acquired assets did not have outputs or employees. Because the assets had not yet received regulatory approval, the purchase price paid for these assets was recorded as research and development expense in the Company’s statement of operations for the period from Inception to December 31, 2019.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2020
Fair Value Measurements
Fair Value Measurements	Note 6. Fair Value Measurements During the year ended December 31, 2020, in connection with the Bridge Notes, the Company assumed a warrant obligation to purchase shares of the Company’s common stock. Each warrant was exercisable into a number of shares of $0.001 par value common stock of BioPharmX, and had a term of 5 years from the closing date of the Merger (See Note 8). The warrant obligation was recognized as a Level 3 liability on the funding dates and adjusted to fair value. Upon issuance of the warrant on May 18, 2020, the warrant liability was reclassified to equity. The inputs using the probability Black-Scholes model to calculate the fair value of the warrants related to the Bridge Notes are as follows: For the period January 28, 2020 - May 18, 2020 Dividend yield — Expected price volatility 84.9 % Risk free interest rate 0.38% - 1.48 % Expected term 5.0 - 5.3 years On June 2, 2020, in connection with the Merger Agreement, the Company issued Series A Warrants with an initial exercise price of $2.7953 per share, are immediately exercisable upon issuance, and have a term of five years from the date of issuance. The Series A Warrants were initially exercisable for 8,384,764 shares of common stock in the aggregate. On November 19, 2020, in connection with the Series A Warrants waiver agreements (see Note 1), the number of shares of common stock underlying the Series A Warrants was set at 20,178,214 and have a set exercise price of $1.16 per share. The inputs using the Monte Carlo simulation model in measuring the Company’s Series A Warrants at the issuance date of June 2, 2020 and during the year ended December 31, 2020, are as follows: Year Ended June 2, 2020 December 31, 2020 Dividend yield — — Expected price volatility 78.2 % 78.8% - 81.6 % Risk free interest rate 0.32 % 0.26% - 0.35 % Expected term (in years) 5.0 4.5 The warrants were classified as liabilities and measured at fair value on the issuance date, with subsequent changes in fair value recognized as other expense on the consolidated statement of operations. As of December 31, 2020, the warrant liability was reclassified to equity. There were no assets or liabilities measured at fair value during the year ended December 31, 2019. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2020: Bridge Warrants Series A Warrants Total Balance at January 1, 2020 $ — $ — $ — January 28, 2020 - First closing issuance 929,899 — 929,899 February 14, 2020 - Second closing issuance 981,557 — 981,557 March 13, 2020 - Third closing issuance 1,021,262 — 1,021,262 Sub-total 2,932,718 — 2,932,718 Issuance of Series A warrants — 16,511,634 16,511,634 Change in fair value 490,486 (8,647,256) (8,156,770) Reclassification of bridge warrants to equity (3,423,204) — (3,423,204) Reclassification of Series A warrants to equity — (7,864,378) (7,864,378) Balance at December 31, 2020 $ — $ — $ —

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2020
Accrued Expenses
Accrued Expenses	Note 7. Accrued Expenses The Company’s accrued expenses consisted of the following: December 31, December 31, 2020 2019 Research and development $ 158,911 $ 128,239 Professional fees 142,599 — Personnel expenses 438,722 86,421 Other 28,429 — Total $ 768,661 $ 214,660

Bridge Notes Payable

Bridge Notes Payable	12 Months Ended
	Dec. 31, 2020
Bridge Notes Payable
Bridge Notes Payable	Note 8. Bridge Notes Payable In connection with the Merger Agreement and the Credit Agreement, Timber entered into a Securities Purchase Agreement, dated as of January 28, 2020 (the “SPA”) with certain institutional investors (the “Buyers”), pursuant to which the Buyers agreed to purchase, and Timber agreed to issue, senior secured promissory notes (the “Bridge Notes”) from Timber in the aggregate principal amount of $5 million, in exchange for an aggregate purchase price of $3.75 million, representing aggregate discount of $1.25 million. Timber also agreed to reimburse the Buyer’s representative $50,000 in transaction costs. The Company was also obligated to issue warrants to the Buyers (as further discussed below) In the quarter ended March 31, 2020, the Company received a total of $3.7 million. The Bridge Notes bear interest at a rate of 15% per annum (25% upon the occurrence of an event of default thereunder) and are repayable upon the earlier of (i) the closing of a fundamental transaction of Timber, (ii) the date on which Timber’s equity is registered under the Securities Exchange Act of 1934, as amended or is exchanged for equity so registered the Public Company Date or (iii) July 28, 2020. The Bridge Notes and any unpaid interest are automatically exchangeable into securities issued pursuant to the Securities Purchase Agreement, described in Note 1, based on the per share price received from investors in the Securities Purchase Agreement, which was $6.0423, per share. The Company issued 827,499 shares to settle the Bridge Notes. In connection with the SPA, the Company was obligated, within five trading days following the consummation of the first capital raising transaction, post-Merger (see Note 1), to issue to the Buyers, warrants to purchase a total number shares of common stock that equates to 100% of the as-converted shares, as if the Bridge Notes were convertible at the lowest price any securities are sold, convertible or exercisable into in the Timber Funding or the next round of financing. Each warrant would be exercisable into a number of shares of $0.001 par value common stock of BioPharmX, and have a term of 5 years from the closing date of the Merger. The warrants do not meet the scope exception of ASC 815, Derivative Accounting, and therefore, have been accounted for as a liability. The warrant liability had initially been recorded at the fair value on the date the Company became obligated to issue the warrants (each closing date of the Bridge Notes), with subsequent changes in fair value recognized at each reporting period end date (See Note 6). There was no change in fair value of the warrants recognized during the year ended December 31, 2020, the Company recorded approximately $0.6 million as the change in fair value of the warrants as reflected in the consolidated statement of operations. The Company recorded the debt less its discount and less the fair value of the warrant liability. Pursuant to the Merger Agreement, as of May 18, 2020, the Company reclassified its Bridge Notes and related warrant liability to equity. The following table reflects the activity related to the Company’s Bridge Notes during the year ended December 31, 2020 and as of December 31, 2020: Bridge Notes Payable Balance at January 1, 2020 $ — January 28, 2020 - First closing issuance 1,666,666 February 14, 2020 - Second closing issuance 1,666,667 March 13, 2020 - Third closing issuance 1,666,667 Original issue discount (1,300,000) Discount resulting from allocation of proceeds to warrant liability (2,932,718) Sub-total 767,282 Amortization of debt discount 4,232,718 Reclassification of bridge note to equity (5,000,000) Balance at December 31, 2020 $ — The debt discount resulting from the allocation of proceeds to the warrant liability was amortized through interest expense during the year ended December 31, 2020. The inputs used to calculate the fair value of the warrants using the probability Black-Scholes model are as follows: For the period January 28,2020- May 18, 2020 Dividend yield — Expected price volatility 84.9 % Risk free interest rate 0.38% - 1.48 % Expected term 5.0 - 5.3 years

Temporary Equity, and Members'

Temporary Equity, and Members' and Stockholder's Equity (Deficit)	12 Months Ended
	Dec. 31, 2020
Temporary Equity, and Members' and Stockholder's Equity (Deficit)
Temporary Equity, and Members' and Stockholder's Equity (Deficit)	Note 9. Temporary Equity, and Members’ and Stockholder’s Equity (Deficit) The Company entered into a Merger Agreement with BioPharmX and effective May 18, 2020, the Company converted its common and preferred units into shares of common and preferred stock. Common Stock On May 18, 2020, immediately prior to the Merger, the Company filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a Reverse Stock Split. As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock immediately prior to the Reverse Stock Split was reduced into a smaller number of shares, such that every 12 shares of common stock held by a stockholder of the Company immediately prior to the Reverse Stock Split were combined and reclassified into one share of common stock after the Reverse Stock Split. All outstanding and unexercised warrants to purchase shares of common stock otherwise remain in effect pursuant to their terms, subject to adjustment to account for the Reverse Stock Split. Immediately following the Reverse Stock Split there were approximately 1,367,326 shares of common stock outstanding prior to the Merger. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares instead received cash in lieu of their fractional shares. Under the terms of the Amended Merger Agreement, the Company issued shares of common stock to the holders of common units. The 9,000 common units issued to TardiMed have been converted into 5,666,152 shares of common stock, and the 1,000 common units issued to Patagonia have been converted into 629,572 shares of common stock. On May 18, 2020, pursuant to the Merger Agreement (see Note 1), 1,367,326 shares of common stock were issued for the acquisition of BioPharmX (see Note 4), with a fair value of approximately $8.4 million or $6.12 per share. On May 18, 2020, pursuant to the Merger Agreement, 4,186,625 shares of common stock were issued to the investors of the $20 million private placement financing (See Note 1), aggregate net proceeds received totaled $17.5 million) and to settle the $5 million Bridge Notes. Bridge Warrants On May 22, 2020, pursuant to the Securities Purchase Agreement, the Company issued the Bridge Warrants exercisable for 413,751 shares of Common Stock in the aggregate (see Note 1). The Bridge Warrants have an exercise price of $2.2362 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. Redeemable Series A Convertible Preferred Stock In connection with the Merger, on May 18, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware that became effective immediately. Pursuant to the Certificate of Designations, the Company designated 2,500 shares of the Company’s previously undesignated preferred stock as Series A Preferred (the “Series A Preferred Stock”). The shares of Series A Preferred Stock have no voting rights. The holders of the Series A Preferred Stock are entitled to cumulative dividends from an after the date of issuance at a per annum of eight percent (8.00%) of the stated value. Dividends will be payable as and if declared by the Board out of amounts legally available therefore or upon a liquidation or redemption. Each share of Series A Preferred Stock is convertible at any time at the holder’s option into a number of shares of common stock (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions as specified in the Certificate of Designations) at a conversion price equal to the stated value of the Series A Preferred Stock of $1,000 (plus any accrued dividends) divided by the conversion price, which shall be the greater of (i) $18.054 and (ii) the amount that is 110% of the Final Price Per Share (as defined in the Financing Purchase Agreement), or $2.46. Holders of the Series A Preferred Stock are entitled to a liquidation preference in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. In addition, upon a Change of Control, the Series A Preferred Stock shall be redeemable for cash at the option of the holders, in whole or in part. As of December 31, 2020 and 2019, the Company accrued preferred dividends of $143,185 and $37,835 respectively as a component of members’ deficit. As of May 18, 2020, pursuant to the Merger Agreement, the holder of 1,819,289 preferred units of Timber Sub outstanding immediately prior to the Merger, received 1,819 shares of newly created convertible Series A preferred stock. The Company’s Series A Preferred Stock is currently redeemable at December 31, 2020 at the option of the holder and has been recorded at the redemption value of $1.9 million. The following table summarizes the Company’s Series A Preferred Stock for the year ended December 31, 2020: Series A Preferred Stock Shares Amount Total temporary equity as of January 1, 2020 — $ — Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition 1,819 1,819,289 Cumulative dividends on Series A Preferred Stock — 90,516 Total temporary equity as of December 31, 2020 1,819 $ 1,909,805 As of December 31, 2019, the membership units issued and paid were as follows: Units Common units 10,000 Preferred units 1,586,493 The Amended and Restated Limited Liability Company Agreement, between TardiMed Sciences LLC ("TardiMed") and Patagonia, as of March 20, 2019 and as amended on July 26, 2019 (the "LLC Agreement"), provides that 9,000 common units have been issued to TardiMed and are outstanding, and 1,000 common units have been issued to Patagonia and are outstanding. These common units were issued in exchange for initial capital contributions from TardiMed and Patagonia of $90 and $10, respectively. In addition, pursuant to the LLC Agreement, TardiMed agreed to commit $2.5 million of capital of the Company in exchange for preferred units, at a purchase price of $1.00 per Preferred Unit. During 2019, TardiMed contributed $1.6 million of its commitment capital and 1,586,493 Preferred units have been issued to TardiMed and are outstanding. Rights of membership units As agreed to in the LLC Agreement, the Company shall be managed by a board of managers (the "Board") composed initially of up to three members ("Managers"), elected by the common unitholders and preferred unitholders holding a majority of the outstanding common units. Pursuant to the LLC Agreement, Patagonia has the right to appoint one Manager on the Board for a period of three years. With certain exceptions provided for in the LLC Agreement, each Manager shall have one vote. Distributions rights Preferred units are entitled to an eight percent cumulative annual return on the sum of such Preferred units outstanding, which shall accrue and compound annually, whether or not declared, and whether or not there are funds legally available for the payment thereof. Such preferred unit return is in preference to any distributions to common unit holders. Series B Warrants During the year ended December 31, 2020, 15,292,744 Series B Warrants were exercised for 15,284,992 shares of the Company’s common stock and the Company received proceeds of $6,375

Equity-based compensation

Equity-based compensation	12 Months Ended
	Dec. 31, 2020
Equity-based compensation
Equity-based compensation	Note 10. Equity-based compensation On May 18, 2020, the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) became effective, and the 2020 Plan reserved a total of 970,833 shares of common stock for issuance. The 2020 Plan provides for options to purchase shares of common stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other cash-based awards. Options granted generally vest over a period of three years and have a maximum term of ten years from the date of grant. Furthermore, the Company maintains its 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan permits the granting of incentive units (the “Incentive Units”). The maximum aggregate Incentive Units that may be subject to awards and issued under the Plan is 699,454. At December 31, 2020 and 2019, Incentive Units outstanding under the 2019 Plan were 367,671 and 437,553 units, respectively. During the year ended December 31, 2020 and the period from inception through December 31, 2019, stock-based compensation expenses were as follows: For the Period from February 26, 2019 Year Ended (Inception) through December 31, 2020 December 31, 2019 Employee value appreciation right awards $ 72,975 $ 74,567 Stock options 145,944 — $ 218,919 $ 74,567 The Company has a 2019 Equity Incentive Plan (the "Plan") that permits the granting of incentive units (the "Incentive Units"). The maximum aggregate units that may be subject to awards and issued under the Plan is 1,111. At December 31, 2019, 695 Incentive Units were outstanding under the Plan. Value Appreciation Rights In 2019 the Company granted equity-based awards similar to stock options under the 2019 Plan as Value Appreciation Rights (“VARs”). The VARs have an exercise price, a vesting period and an expiration date, in addition to other terms similar to typical equity option grant terms. The following is a summary of VARs issued and outstanding as of December 31, 2020 and for the year ended December 31, 2020: Weighted Average Remaining Weighted Average Contractual Life (in Number of Units Exercise Price Total Intrinsic Value years) Outstanding as of February 26, 2019 (Inception) — $ — $ — — Issued 462,106 $ 0.01 8.9 Cancelled (24,553) $ 0.01 — Outstanding as of December 31, 2019 437,553 $ 0.01 $ 279,077 9.4 Cancelled (69,882) $ 0.01 — Outstanding as of December 31, 2020 367,671 $ 0.01 $ 269,502 8.4 Exercisable at December 31, 2020 87,511 $ 0.01 $ 64,145 8.4 On January 6, 2020, 69,882 VARs were cancelled due to the voluntary termination of the Company’s Chief Science Officer. During the year ended December 31, 2020, approximately $8,000 of compensation costs were reversed related to the cancelled VARs. As of December 31, 2020, the unrecognized compensation costs were approximately $0.1 million, which will be recognized over an estimated weighted-average amortization period of 1.1 years. Stock Options During the year ended December 31, 2020, the Company granted 232,996 options to purchase shares of the Company’s common stock to employees and board members. The following is a summary of the options outstanding as of December 31, 2020: Weighted Average Remaining Shares Underlying Weighted Average Contractual Aggregate Intrinsic Options Exercise Price Term (Years) Value Outstanding as of December 31, 2019 — $ — — $ — Granted 232,996 $ 2.87 9.4 — Canceled (48,540) $ 2.87 — — Outstanding as of December 31, 2020 184,456 $ 2.87 9.4 $ — Exercisable at December 31, 2020 — $ 2.87 9.4 $ — During the year ended December 31, 2020, 48,540 options to purchase shares of the Company’s common stock were canceled due to the voluntary termination of two of the Company’s employees. During the year ended December 31, 2020, approximately $18,000 of compensation costs were reversed related to the cancelled options. As part of the Merger, the Company assumed the following legacy stock options and warrants: Weighted Average Shares Underlying Remaining Options and Weighted Average Contractual Aggregate Intrinsic Warrants Exercise Price Term (Years) Value Legacy BioPharmX options - May 18, 2020 45,975 $ 65.97 1.2 $ — Canceled (30,194) $ 61.11 — $ — Legacy BioPharmX options - December 31, 2020 15,781 $ 75.27 2.3 $ — Legacy BioPharmX warrants 219,928 $ 164.09 2.7 $ — The fair value of stock option grants are estimated on the date of grant using the Black-Scholes option-pricing model. The Company was historically a private company and lacked company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption for employee grants is based on a permitted simplified method, which is based on the vesting period and contractual term for each tranche of awards. The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following are the key assumptions used to estimate the fair value of the stock options granted during the year ended December 31, 2020: Year Ended December 31, 2020 Expected life 5-7 years Expected volatility 79.0 % Risk-free interest rate 0.3 % Expected dividend yield — As of December 31, 2020, the unrecognized compensation costs related to stock options were approximately $0.2 million, which will be recognized over an estimated weighted-average amortization period of 1.1 years. There were no options outstanding during the period from February 26, 2019 (Inception) through December 31, 2019.

Income taxes

Income taxes	12 Months Ended
	Dec. 31, 2020
Income taxes
Income taxes	Note 11. Income taxes The components of earnings before income taxes for the year ended December 31, 2020 were as follows: Year Ended December 31, 2020 Income (loss) before income taxes: Domestic $ (14,839,605) Foreign (240,167) $ (15,079,772) The provision for income taxes for the year ended December 31, 2020 is as follows: December 31, 2020 Current US Federal $ — US State — Total current provision — Deferred US Federal — US State — Foreign 37,842 Total deferred provision 37,842 Total provision for income taxes $ 37,842 A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 5.5 % Foreign rate differential (0.1) % Non-taxable entity (6.0) % Change in FV of warrant liability 11.8 % Convertible note interest (4.6) % Other 0.2 % Change in valuation allowance (28.2) % Income taxes provision (benefit) (0.4) % The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets and liabilities consist of the following: December 31, 2020 Deferred tax assets: Net operating loss 26,359,856 Research and Development Credits 1,216,951 Fixed assets 21,998 Intangible assets 53,297 Impairment Loss 21,654 Stock compensation 290,904 Deferred lease liability 492,998 Other 13,751 Total deferred income tax assets 28,471,409 Less: Valuation allowance (27,876,694) Deferred tax assets, net 594,715 Deferred income tax liabilities: Deferred lease assets (466,679) Other (165,878) Total deferred income tax liabilities (632,557) Deferred tax, net (37,842) In assessing the realizability of the net deferred tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely than not that some portion of the deferred income tax will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. At December 31, 2020, the Company has recorded a full valuation allowance against its net deferred tax assets of approximately $27.9 million. Prior to the acquisition of BioPharmX on May 18, 2020 the Company was treated as a partnership for the federal and state income tax purposes. As of December 31, 2020, the Company had federal net operating loss (“NOL”) carryforwards of approximately $96.4 million (including $80.4 million of NOL’s acquired from BioPharmX), available to reduce future taxable income, if any, for federal and state income tax purposes. The federal NOL will be carried forward indefinitely. The state net operating loss carryforwards will begin to expire in 2040. As of December 31, 2020, the Company has research and development credit carryforwards of approximately $1.2 million acquired from BioPharmX available to reduce future taxable income subject to expiration. Under the Internal Revenue Code (“IRC”) Section 382, annual use of the Company’s net operating loss carryforwards to offset taxable income may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of December 31, 2020. The Company has no income tax affect due to the recognition of a full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets. On December 22, 2017, the U.S. enacted comprehensive tax legislation (the “Tax Act”). Under the Tax Act, federal NOLs generated after December 31, 2017 are carried forward indefinitely for US federal income tax purposes. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, was enacted and signed into law, and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act, among other things, includes changes to the tax provisions that benefits business entities and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act, including, permitting net operating losses, or NOLs, carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act provides other reliefs and stimulus measures. We have evaluated the impact of the CARES Act, and do not expect that any provision of the CARES Act would result in a material cash benefit to us or have a material impact on our financial statements or internal controls over financial reporting. The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2020 and 2019. The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. The Company did not accrue either interest or penalties for the year ended December 31, 2020 and 2019. The Company files income tax returns in the U.S. federal jurisdiction and several states. Given that the company has incurred tax losses in most years since its inception, all of the Company’s tax years are effectively open to examination.

Commitments and contingencies

Commitments and contingencies	12 Months Ended
	Dec. 31, 2020
Commitments and contingencies
Commitments and contingencies	Note 12. Commitments and contingencies Leases In connection with the Merger of BioPharmX, the Company acquired a lease and corresponding sublease for the BioPharmX facility in San Jose, California. The sublease is to be used for general office and research laboratory purposes, has an effective date of February 1, 2020, and has a lease term of 4 years which expires on December 30, 2023. The lease expense is significantly reduced by the payments received in connection with the sublease. The components of lease expense were as follows: Year Ended December 31, 2020 Operating leases: Operating lease cost $ 192,115 Variable lease cost 57,013 Operating lease expense $ 249,128 Lease income - sub lease (206,614) Net rent expense $ 42,514 Other information: Year Ended December 31, 2020 Operating cash flows - operating leases $ 182,441 Right-of-use assets obtained in exchange for operating lease liabilities $ 904,370 Weighted-average remaining lease term – operating leases 3.0 Weighted-average discount rate – operating leases 15.0 % As of December 31, 2020, future minimum payments for the lease are as follows: Operating Leases Year Ended December 31, 2021 $ 322,656 Year Ended December 31, 2022 332,568 Year Ended December 31, 2023 342,468 Total $ 997,692 Less present value discount (200,586) Operating lease liabilities $ 797,106 The Company had no operating leases for the period from inception through December 31, 2019. Litigation As of December 31, 2020 and 2019 there was no litigation against the Company.

Related party transactions

Related party transactions	12 Months Ended
	Dec. 31, 2020
Related party transactions
Related party transactions	Note 13. 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. The Chief Operating Officer, Executive Vice-President and Secretary of the Company is also the President of Patagonia. On February 27, 2019, the Company issued 1,000 founder common units to Patagonia for $10. As of December 31, 2019, Patagonia held 1,000 common units which represented 10% of the total voting units outstanding. During the year ended December 31, 2020, the 1,000 common units were converted to 629,572 shares of the Company’s common stock in connection with its merger with BioPharmX (See Note 1). As of December 31, 2020, Patagonia owns 45 shares of the Company’s common stock. TardiMed The Chairman of the Board of the Company is a Managing Member of TardiMed. The Chief Operating Officer, Executive Vice President and Secretary and the Chief Financial Officer and Executive Vice President of the Company are also partners of TardiMed. As of December 31, 2020 TardiMed holds 5,437,517 shares of common stock, which represents 20% of the total voting shares outstanding. From February 26, 2019 to December 31, 2019, TardiMed contributed $1.4 million in exchange for 1.4 million preferred units. TardiMed contributed $186,493 for management fees and reimbursed expenses for the period from inception through December 31, 2019 in exchange for 186,493 preferred units. During the year ended December 31, 2020, TardiMed contributed an additional $0.1 million in exchange for 142,392 preferred units. In connection with the Merger Agreement, these preferred units and dividends have converted into 1,819 shares of Series A preferred stock. The Company reimbursed TardiMed $400,346 for management fees and reimbursed expenses for the year ended December 31, 2020.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events
Subsequent Events	Note 14. Subsequent events The Company has evaluated its subsequent events from December 31, 2020 through the date these consolidated financial statements were issued and has determined that there are no subsequent events requiring disclosure in these consolidated financial statements other than the items noted below. Common Stock Effective February 4, 2021, the Company entered an employment agreement with its new Chief Medical Officer, and in connection with the employment agreement, the Company intends to grant 347,991 options to purchase shares of the Company’s common stock. Warrants All Series B Warrants have been exercised as of March 4, 2021. As of March 15, 2021, 3,476,390 of Series A warrants have been exercised as of March 15, 2021. Lease On March 10, 2021, the Company entered into a lease agreement with SIG 110 LLC with respect to a 3,127 square foot office space at 110 Allen Road, Suite 401, Basking Ridge, New Jersey. Pursuant to the lease agreement entered into on March 10, 2021, the lease expires in March 2023.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as determined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and include all adjustments necessary for the fair presentation of its consolidated balance sheet, results of operations and cash flows for the period presented.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to the valuations of warrants, notes, and equity-based awards and member units. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and money market mutual funds.
Research and Development	Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.
Accrued Outsourcing Costs	Accrued Outsourcing Costs Substantial portions of the Company’s preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively “CROs”). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestone achievement. For preclinical studies, the Company accrues expenses based upon estimated percentage of work completed and the contract milestones remaining. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors. The Company outsources a substantial portion of its clinical trial activities, utilizing external entities such as CROs, independent clinical investigators, and other third-party service providers to assist the Company with the execution of its clinical studies. For each clinical trial that the Company conducts, certain clinical trial costs are expensed immediately, while others are expensed over time based on the number of patients in the trial, the attrition rate at which patients leave the trial, and/or the period over which clinical investigators or CROs are expected to provide services. The Company’s estimates depend on the timeliness and accuracy of the data provided by the CROs regarding the status of each program and total program spending. The Company periodically evaluates the estimates to determine if adjustments are necessary or appropriate based on information it receives.
Fair Value Measurement	Fair Value Measurement The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of December 31, 2020 and 2019, the recorded values of prepaid expenses, accounts payable, accrued expenses, and license payable, approximate the fair values due to the short-term nature of the instruments.
Leases	Leases The Company accounts for its leases under the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.
Revenue Recognition	Revenue Recognition The Company has not yet generated any revenue from product sales. The Company’s source of revenue in 2020 and 2019 has been from grants. When grant funds are received after costs have been incurred, the Company records grant revenue upon the receipt of cash.
Warrant Liability	Warrant Liability The Company had accounted for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The Company issued Series A Warrants to purchase 8,384,764 shares of its common stock to investors in connection with the $20 million financing in May 2020, and recorded these outstanding warrants as a liability at fair value utilizing a Monte Carlo simulation model. As further described in Note 6, the fair value of the warrants issued by the Company in connection with the $5.0 million Bridge Notes has been estimated using a probability-weighted Black-Scholes option pricing model. Upon consummation of the Merger the Series B Warrants are classified as equity. Pursuant to the waiver agreement related to the Company’s Series A Warrants (see Note 1), on November 19, 2020, the warrant liability was reclassified to additional paid-in capital.
Stock-Based Compensation	Stock-Based Compensation The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company. In 2019, the Company granted VARs to certain employees at specified exercise prices. The Company estimates the fair value of VARs using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of equity-based awards represented management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All equity-based compensation costs are recorded in general and administrative or research and development costs in the statements of operations.
Convertible Preferred Stock	Convertible Preferred Stock The Company records shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company has applied the guidance in ASC 480‑10‑S99‑3A, Securities and Exchange Commission (“SEC”) Staff Announcement: Classification and Measurement of Redeemable Securities and has therefore classified the Series A convertible preferred stock as mezzanine equity. The convertible preferred stock is recorded outside of stockholders’ deficit because, in the event of certain change of control events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock will become redeemable at the option of the holders.
Loss Per Share	Loss Per Share Basic net loss per share (“EPS”) of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. To calculate the basic EPS numerator, income available to common stockholders must be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not declared) from income from continuing operations and also from net income. If there is a loss from continuing operations or a net loss, the amount of the loss shall be increased by those preferred dividends. The outstanding Series A Preferred Stock has cumulative dividends, whether or not declared. The basic and diluted net loss amounts are the same for the year ended December 31, 2020 and the period from inception through December 31, 2019, as a result of the net loss and anti-dilutive impact of the potentially dilutive securities. Potentially dilutive shares are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, value appreciation rights, and warrants. Potentially dilutive shares issuable upon conversion of the Series A Preferred Stock are calculated using the if-converted method. The following is a reconciliation of the numerator and denominator of the diluted net loss per share computations for the periods presented below: For the Period from February 26, 2019 Year Ended (Inception) through December 31, 2020 December 31, 2019 Basic and diluted loss per share: Net loss $ (15,117,614) $ (3,037,278) Accrued dividend on preferred stock units (52,669) (37,835) Cumulative dividends on Series A preferred stock (90,516) Net loss attributable to common stockholders $ (15,260,799) $ (3,075,113) Basic and diluted weighted average number of shares outstanding 15,699,869 6,295,724 Basic and diluted net loss per share attributable to common stockholders $ (0.97) $ (0.49) Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the year ended December 31, 2020 and the period from inception through December 31, 2019, because their inclusion would be anti-dilutive are as follows: December 31, 2020 2019 Series A warrants 20,178,214 — Bridge warrants 413,751 — Variable appreciation rights 367,670 429,368 Options to purchase common stock 184,456 — Series A preferred stock 1,819,389 — Legacy stock options 15,781 — Legacy warrants 219,928 — 23,199,189 429,368
Income taxes	Income taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more-likely than not that some or all of the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. In accordance with this guidance, tax positions must meet a more-likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of tax position. The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying consolidated statements of operations.
Recent accounting pronouncements	Recent accounting pronouncements In June 2018, the FASB issued ASU 2018‑07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting , which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted this standard effective February 2019. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020‑06, Debt—Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements and related disclosures.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2020
Significant Accounting Policies
Summary of reconciliation of numerator and denominator of the diluted net loss per share	For the Period from February 26, 2019 Year Ended (Inception) through December 31, 2020 December 31, 2019 Basic and diluted loss per share: Net loss $ (15,117,614) $ (3,037,278) Accrued dividend on preferred stock units (52,669) (37,835) Cumulative dividends on Series A preferred stock (90,516) Net loss attributable to common stockholders $ (15,260,799) $ (3,075,113) Basic and diluted weighted average number of shares outstanding 15,699,869 6,295,724 Basic and diluted net loss per share attributable to common stockholders $ (0.97) $ (0.49)
Schedule of anti dilutive securities excluded in the computation of diluted loss per share	December 31, 2020 2019 Series A warrants 20,178,214 — Bridge warrants 413,751 — Variable appreciation rights 367,670 429,368 Options to purchase common stock 184,456 — Series A preferred stock 1,819,389 — Legacy stock options 15,781 — Legacy warrants 219,928 — 23,199,189 429,368

Acquisition of BioPharmX (Table

Acquisition of BioPharmX (Tables)	12 Months Ended
	Dec. 31, 2020
Acquisition of BioPharmX
Schedule of total consideration	Number of shares of the combined company owned by BioPharmX stockholders 1,367,326 Multiplied by the fair value per share of BioPharmX common stock $ 6.12 Total estimated fair value of common stock 8,368,033 Add: net liabilities acquired (2,833,453) Add: investment in BioPharmX (1,169,846) Total consideration - recorded as research and development acquired $ 12,371,332
Schedule of total cost of the BioPharmX acquisition	Cash and cash equivalents $ 340,786 Other current assets 2,027 Deposits 114,534 ROU asset 904,370 Accounts payable (610,882) Credit cards 760 Accrued expenses (148,999) Note - short term (2,456,614) Operating lease liability - short term (259,712) Other long term liabilities (73,682) Operating lease liability - long term (646,041) Net liabilities acquired $ (2,833,453)

Credit Agreement with BioPhar_2

Credit Agreement with BioPharmX (Tables)	12 Months Ended
	Dec. 31, 2020
Credit Agreement with BioPharmX
Summary of activity related to the Company's loan to BioPharmX	Investment in Loan to BioPharmX BioPharmX Total Balance as of January 1, 2020 $ — $ — $ — Principal balance 2,400,000 — 2,400,000 Accrued interest 41,655 — 41,655 Fair value of BioPharmX common stock — 625,000 625,000 Change in fair value — 559,805 559,805 Balance as of May 18, 2020 $ 2,441,655 $ 1,184,805 $ 3,626,460 Acquisition of BioPharmX (2,456,614) — (2,456,614) Loan and investment in BioPharmX - recorded as research and development license acquired 14,959 (1,184,805) (1,169,846) Balance as of December 31, 2020 $ — $ — $ —

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2020
Fair Value Measurements
Schedule of changes in Level 3 liabilities measured at fair value	The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2020: Bridge Warrants Series A Warrants Total Balance at January 1, 2020 $ — $ — $ — January 28, 2020 - First closing issuance 929,899 — 929,899 February 14, 2020 - Second closing issuance 981,557 — 981,557 March 13, 2020 - Third closing issuance 1,021,262 — 1,021,262 Sub-total 2,932,718 — 2,932,718 Issuance of Series A warrants — 16,511,634 16,511,634 Change in fair value 490,486 (8,647,256) (8,156,770) Reclassification of bridge warrants to equity (3,423,204) — (3,423,204) Reclassification of Series A warrants to equity — (7,864,378) (7,864,378) Balance at December 31, 2020 $ — $ — $ —
Bridge warrants
Fair Value Measurements
Schedule of inputs used	The inputs using the probability Black-Scholes model to calculate the fair value of the warrants related to the Bridge Notes are as follows: For the period January 28, 2020 - May 18, 2020 Dividend yield — Expected price volatility 84.9 % Risk free interest rate 0.38% - 1.48 % Expected term 5.0 - 5.3 years
Series A Warrants
Fair Value Measurements
Schedule of inputs used	The inputs using the Monte Carlo simulation model in measuring the Company’s Series A Warrants at the issuance date of June 2, 2020 and during the year ended December 31, 2020, are as follows: Year Ended June 2, 2020 December 31, 2020 Dividend yield — — Expected price volatility 78.2 % 78.8% - 81.6 % Risk free interest rate 0.32 % 0.26% - 0.35 % Expected term (in years) 5.0 4.5

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2020
Accrued Expenses
Schedule of accrued expenses	December 31, December 31, 2020 2019 Research and development $ 158,911 $ 128,239 Professional fees 142,599 — Personnel expenses 438,722 86,421 Other 28,429 — Total $ 768,661 $ 214,660

Bridge Notes Payable (Tables)

Bridge Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2020
Bridge Notes Payable
Schedule of bridge notes and warrant liability activity	Bridge Notes Payable Balance at January 1, 2020 $ — January 28, 2020 - First closing issuance 1,666,666 February 14, 2020 - Second closing issuance 1,666,667 March 13, 2020 - Third closing issuance 1,666,667 Original issue discount (1,300,000) Discount resulting from allocation of proceeds to warrant liability (2,932,718) Sub-total 767,282 Amortization of debt discount 4,232,718 Reclassification of bridge note to equity (5,000,000) Balance at December 31, 2020 $ —
Bridge Loan
Bridge Notes Payable
Schedule of inputs used	For the period January 28,2020- May 18, 2020 Dividend yield — Expected price volatility 84.9 % Risk free interest rate 0.38% - 1.48 % Expected term 5.0 - 5.3 years

Temporary Equity, and Members_2

Temporary Equity, and Members' and Stockholder's Equity (Deficit) (Tables)	12 Months Ended
	Dec. 31, 2020
STOCKHOLDERS' DEFICIT
Summary of membership units issued and paid	Units Common units 10,000 Preferred units 1,586,493
Series A preferred stock
STOCKHOLDERS' DEFICIT
Summary of stock option plan activity	Series A Preferred Stock Shares Amount Total temporary equity as of January 1, 2020 — $ — Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition 1,819 1,819,289 Cumulative dividends on Series A Preferred Stock — 90,516 Total temporary equity as of December 31, 2020 1,819 $ 1,909,805

Equity-based compensation (Tabl

Equity-based compensation (Tables)	12 Months Ended
	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Summary of stock based compensation expense	During the year ended December 31, 2020 and the period from inception through December 31, 2019, stock-based compensation expenses were as follows: For the Period from February 26, 2019 Year Ended (Inception) through December 31, 2020 December 31, 2019 Employee value appreciation right awards $ 72,975 $ 74,567 Stock options 145,944 — $ 218,919 $ 74,567
Summary of VARs issued and outstanding	The following is a summary of VARs issued and outstanding as of December 31, 2020 and for the year ended December 31, 2020: Weighted Average Remaining Weighted Average Contractual Life (in Number of Units Exercise Price Total Intrinsic Value years) Outstanding as of February 26, 2019 (Inception) — $ — $ — — Issued 462,106 $ 0.01 8.9 Cancelled (24,553) $ 0.01 — Outstanding as of December 31, 2019 437,553 $ 0.01 $ 279,077 9.4 Cancelled (69,882) $ 0.01 — Outstanding as of December 31, 2020 367,671 $ 0.01 $ 269,502 8.4 Exercisable at December 31, 2020 87,511 $ 0.01 $ 64,145 8.4
Summary of stock options outstanding	The following is a summary of the options outstanding as of December 31, 2020: Weighted Average Remaining Shares Underlying Weighted Average Contractual Aggregate Intrinsic Options Exercise Price Term (Years) Value Outstanding as of December 31, 2019 — $ — — $ — Granted 232,996 $ 2.87 9.4 — Canceled (48,540) $ 2.87 — — Outstanding as of December 31, 2020 184,456 $ 2.87 9.4 $ — Exercisable at December 31, 2020 — $ 2.87 9.4 $ —
Summary of valuation assumptions were used to calculate the estimated fair value of awards granted	The following are the key assumptions used to estimate the fair value of the stock options granted during the year ended December 31, 2020: Year Ended December 31, 2020 Expected life 5-7 years Expected volatility 79.0 % Risk-free interest rate 0.3 % Expected dividend yield —
Stock options and warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Summary of stock options outstanding	Weighted Average Shares Underlying Remaining Options and Weighted Average Contractual Aggregate Intrinsic Warrants Exercise Price Term (Years) Value Legacy BioPharmX options - May 18, 2020 45,975 $ 65.97 1.2 $ — Canceled (30,194) $ 61.11 — $ — Legacy BioPharmX options - December 31, 2020 15,781 $ 75.27 2.3 $ — Legacy BioPharmX warrants 219,928 $ 164.09 2.7 $ —

Income taxes (Tables)

Income taxes (Tables)	12 Months Ended
	Dec. 31, 2020
Income taxes
Schedule of components of earnings before income taxes	The components of earnings before income taxes for the year ended December 31, 2020 were as follows: Year Ended December 31, 2020 Income (loss) before income taxes: Domestic $ (14,839,605) Foreign (240,167) $ (15,079,772)
Provision for income taxes	The components of earnings before income taxes for the year ended December 31, 2020 were as follows: Year Ended December 31, 2020 Income (loss) before income taxes: Domestic $ (14,839,605) Foreign (240,167) $ (15,079,772) The provision for income taxes for the year ended December 31, 2020 is as follows: December 31, 2020 Current US Federal $ — US State — Total current provision — Deferred US Federal — US State — Foreign 37,842 Total deferred provision 37,842 Total provision for income taxes $ 37,842
Schedule of reconciliation of the statutory income tax rates	A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 5.5 % Foreign rate differential (0.1) % Non-taxable entity (6.0) % Change in FV of warrant liability 11.8 % Convertible note interest (4.6) % Other 0.2 % Change in valuation allowance (28.2) % Income taxes provision (benefit) (0.4) %
Schedule of deferred tax assets and liabilities	The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets and liabilities consist of the following: December 31, 2020 Deferred tax assets: Net operating loss 26,359,856 Research and Development Credits 1,216,951 Fixed assets 21,998 Intangible assets 53,297 Impairment Loss 21,654 Stock compensation 290,904 Deferred lease liability 492,998 Other 13,751 Total deferred income tax assets 28,471,409 Less: Valuation allowance (27,876,694) Deferred tax assets, net 594,715 Deferred income tax liabilities: Deferred lease assets (466,679) Other (165,878) Total deferred income tax liabilities (632,557) Deferred tax, net (37,842)

Commitments and contingencies (

Commitments and contingencies (Tables)	12 Months Ended
	Dec. 31, 2020
Commitments and contingencies
Schedule of components of lease expense	Year Ended December 31, 2020 Operating leases: Operating lease cost $ 192,115 Variable lease cost 57,013 Operating lease expense $ 249,128 Lease income - sub lease (206,614) Net rent expense $ 42,514
Schedule of Other Information	Year Ended December 31, 2020 Operating cash flows - operating leases $ 182,441 Right-of-use assets obtained in exchange for operating lease liabilities $ 904,370 Weighted-average remaining lease term – operating leases 3.0 Weighted-average discount rate – operating leases 15.0 %
Schedule of future minimum payments	As of December 31, 2020, future minimum payments for the lease are as follows: Operating Leases Year Ended December 31, 2021 $ 322,656 Year Ended December 31, 2022 332,568 Year Ended December 31, 2023 342,468 Total $ 997,692 Less present value discount (200,586) Operating lease liabilities $ 797,106

Organization and description _2

Organization and description of business operations - Merger Agreement (Details)	May 18, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Mar. 13, 2020USD ($)	Feb. 14, 2020USD ($)	Jan. 28, 2020USD ($)	Dec. 31, 2019$ / sharesshares
Merger Agreement
Common stock, par value (in dollars per share) | $ / shares		$ 0.001				$ 0.001
Common shares outstanding		27,132,420				0
Outstanding common stock owned	88.50%
VARs
Merger Agreement
Outstanding at the ending (in shares)		367,671				437,553
Bridge Loan
Merger Agreement
Issuance | $			$ 1,666,667	$ 1,666,667	$ 1,666,666
Original issue Discount | $		$ 1,300,000
Merger Agreement
Merger Agreement
Common stock, par value (in dollars per share) | $ / shares	$ 0.001
Conversion reverse stock split ratio	0.0833
Common shares outstanding	11,849,031
Weighted Average Exercise Prices | $ / shares	$ 164.17
Legal, consulting and other professional fees | $		$ 1,500,000
Merger Agreement | BioPharmX
Merger Agreement
Outstanding common stock owned	88.50%
Merger conversion ratio	220,030
Weighted Average Exercise Prices | $ / shares	$ 45.81
Number of rights outstanding	97,870
Merger Agreement | Timber Sub
Merger Agreement
Ownership held by stockholders	11.50%
Common stock issued per unit	629.57
Common stock issued for VARs	367,670
Preferred units before merger	1,819,289
Issuance | $	$ 2,250,000
Merger Agreement | Timber Sub | VARs
Merger Agreement
Outstanding at the ending (in shares)	584
Merger Agreement | Timber Sub | Series A preferred stock
Merger Agreement
Common stock on conversion of units	1,819
Merger Agreement | Timber Sub | Bridge Loan
Merger Agreement
Original issue Discount | $	$ 250,000

Organization and description _3

Organization and description of business operations - Securities Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Millions	May 18, 2020	Dec. 31, 2020	Jun. 02, 2020	May 22, 2020
Bridge warrants
Securities Purchase Agreement
Warrants exercise price (in dollars per share)		$ 0.001
Securities Purchase Agreement
Securities Purchase Agreement
Number of shares issued upon conversion	4,137,509
Securities Purchase Agreement | Bridge warrants
Securities Purchase Agreement
Common stock for which warrants exercised				413,751
Securities Purchase Agreement | Series A Warrants
Securities Purchase Agreement
Percentage of right to acquire shares	75.00%
Common stock for which warrants exercised			8,384,764
Securities Purchase Agreement | Series B Warrants
Securities Purchase Agreement
Common stock for which warrants exercised			7,042,175
Securities Purchase Agreement | Timber Sub
Securities Purchase Agreement
Cash proceeds from issuance of common units	$ 20
Securities Purchase Agreement | Bridge Investors | Bridge warrants
Securities Purchase Agreement
Warrants exercise price (in dollars per share)				$ 2.2362
Securities Purchase Agreement | Bridge Loan
Securities Purchase Agreement
Warrants exercise price (in dollars per share)		$ 0.001
Private Placement | Securities Purchase Agreement
Securities Purchase Agreement
Aggregate purchase price	25
Private Placement | Securities Purchase Agreement | Bridge Loan
Securities Purchase Agreement
Aggregate purchase price	$ 5

Organization and description _4

Organization and description of business operations - Series A Warrants, Series B Warrants, Bridge Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Mar. 15, 2021	Mar. 04, 2021	Nov. 19, 2020	May 22, 2020
Series A Warrants
Warrants
Warrants exercise price (in dollars per share)				$ 1.16
Common stock for which warrants exercised				20,178,214
Percentage of market trading price to be paid for undeliverable shares	1.50%
Series A Warrants | Subsequent events
Warrants
Warrants exercise price (in dollars per share)		$ 1.16
Common stock for which warrants exercised		16,701,824
Series B Warrants
Warrants
Warrants exercise price (in dollars per share)				$ 0.001
Common stock for which warrants exercised				22,766,776
Number of warrants exercised	15,292,744
Shares issued upon exercise of warrants	15,284,992
Series B Warrants | Subsequent events
Warrants
Warrants exercise price (in dollars per share)			$ 0.001
Common stock for which warrants exercised			22,766,776
Bridge warrants
Warrants
Warrants exercise price (in dollars per share)					$ 2.2362
Term of warrants					5 years
Common stock for which warrants exercised					413,751
Bridge warrants | Minimum
Warrants
Percentage of exercise price on reset price					4.99%
Bridge warrants | Maximum
Warrants
Percentage of exercise price on reset price					9.99%

Organization and description _5

Organization and description of business operations - Liquidity and Capital Resources (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Organization and description of business operations
Accumulated deficit	$ (3,075,113)	$ (18,245,396)
Net loss	(3,037,278)	(15,117,614)
Net cash used in operating activities	$ (1,022,927)	$ (8,293,313)

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($) $ in Millions	1 Months Ended
	May 31, 2020	Nov. 19, 2020
Series A Warrants
Class of Warrant or Right [Line Items]
Common stock for which warrants exercised		20,178,214
Private Placement | Bridge Loan
Class of Warrant or Right [Line Items]
Aggregate purchase price	$ 5
Private Placement | Series A Warrants
Class of Warrant or Right [Line Items]
Common stock for which warrants exercised	8,384,764
Aggregate purchase price	$ 20

Significant Accounting Polici_5

Significant Accounting Policies - Summary of reconciliation of the numerator and denominator of diluted net income (loss) per share (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Basic and diluted loss per share:
Net loss	$ (3,037,278)	$ (15,117,614)
Accrued dividend on preferred stock units	(37,835)	(52,669)
Cumulative dividends on Series A preferred stock		(90,516)
Net loss attributable to common stockholders	$ (3,075,113)	$ (15,260,799)
Basic and diluted weighted average number of shares outstanding	6,295,724	15,699,869
Basic and diluted net loss per share attributable to common stockholders	$ (0.49)	$ (0.97)
Reconciliation of Income (Loss) Per Share
Basic and diluted loss per share:
Net loss	$ (3,037,278)	$ (15,117,614)
Accrued dividend on preferred stock units	(37,835)	(52,669)
Cumulative dividends on Series A preferred stock		(90,516)
Net loss attributable to common stockholders	$ (3,075,113)	$ (15,260,799)
Basic and diluted weighted average number of shares outstanding	6,295,724	15,699,869
Basic and diluted net loss per share attributable to common stockholders	$ (0.49)	$ (0.97)

Significant Accounting Polici_6

Significant Accounting Policies - Anti-dilutive loss per share (Details) - Reconciliation of Income (Loss) Per Share - shares	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securites excluded from computation of diluted loss per share	429,368	23,199,189
Series A Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securites excluded from computation of diluted loss per share		20,178,214
Bridge Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securites excluded from computation of diluted loss per share		413,751
Variable appreciation rights
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securites excluded from computation of diluted loss per share	429,368	367,670
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securites excluded from computation of diluted loss per share		184,456
Series A preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securites excluded from computation of diluted loss per share		1,819,389
Legacy stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securites excluded from computation of diluted loss per share		15,781
Legacy warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securites excluded from computation of diluted loss per share		219,928

Acquisition of BioPharmX (Detai

Acquisition of BioPharmX (Details)	May 18, 2020USD ($)$ / sharesshares
Acquisition of BioPharmX
Number of shares of the combined company owned by BioPharmX stockholders | shares	1,367,326
Multiplied by the fair value per share of BioPharmX common stock | $ / shares	$ 6.12
Total estimated fair value of common stock	$ 8,368,033
Add: net liabilities acquired	(2,833,453)
Add: investment in BioPharmX	(1,169,846)
Total consideration - recorded as research and development acquired	$ 12,371,332

Acquisition of BioPharmX - Tota

Acquisition of BioPharmX - Total cost (Details)	May 18, 2020USD ($)
Acquisition of BioPharmX
Cash and cash equivalents	$ 340,786
Other current assets	2,027
Deposits	114,534
ROU asset	904,370
Accounts payable	(610,882)
Credit cards	760
Accrued expenses	(148,999)
Note - short term	(2,456,614)
Operating lease liability - short term	(259,712)
Other long term liabilities	(73,682)
Operating lease liability - long term	(646,041)
Net liabilities acquired	$ (2,833,453)

Acquisition of BioPharmX - Addi

Acquisition of BioPharmX - Additional information (Details)	May 18, 2020USD ($)
Acquisition of BioPharmX
Investment received	$ 20,000,000
Percentage of voting interests acquired	88.50%
Percentage of interest held by BioPharmx	11.50%
Total consideration	$ 12,371,332

Credit Agreemnt with BioPharmX

Credit Agreemnt with BioPharmX (Details)	12 Months Ended
	Dec. 31, 2020USD ($)itemshares
Loan to BioPharmX
Investments in and Advances to Affiliates [Line Items]
Amount advanced to BioPharmX	$ 2,500,000
Number of tranches in which the company loaned | item	3
Interest income	$ 42,000
Investment in BioPharmX
Investments in and Advances to Affiliates [Line Items]
Common Stock issued on warrants exercises | shares	193,596

Credit Agreement with BioPhar_3

Credit Agreement with BioPharmX - Summary of loan receivable and investment (Details) - USD ($)	5 Months Ended	7 Months Ended
	May 18, 2020	Dec. 31, 2020
Investments in and Advances to Affiliates, at Fair Value [Roll Forward]
Beginning balance		$ 3,626,460
Principal balance	$ 2,400,000
Accrued interest	41,655
Fair value of BioPharmX common stock	625,000
Change in fair value	559,805
Acquisition of BioPharmX		(2,456,614)
Loan and investment in BioPharmX - recorded as research and development license acquired		(1,169,846)
Ending balance	3,626,460
Loan to BioPharmX
Investments in and Advances to Affiliates, at Fair Value [Roll Forward]
Beginning balance		2,441,655
Principal balance	2,400,000
Accrued interest	41,655
Acquisition of BioPharmX		(2,456,614)
Loan and investment in BioPharmX - recorded as research and development license acquired		14,959
Ending balance	2,441,655
Investment in BioPharmX
Investments in and Advances to Affiliates, at Fair Value [Roll Forward]
Beginning balance		1,184,805
Fair value of BioPharmX common stock	625,000
Change in fair value	559,805
Loan and investment in BioPharmX - recorded as research and development license acquired		$ (1,184,805)
Ending balance	$ 1,184,805

Purchases of Assets (Details)

Purchases of Assets (Details) - USD ($)	1 Months Ended		12 Months Ended
	Dec. 31, 2019	Oct. 31, 2019	Dec. 31, 2020
Patagonia license agreement | TMB-001 License
Finite-Lived Intangible Assets [Line Items]
Upfront fee			$ 50,000
Cash milestone payments entitled			27,000,000
Initial cash milestone payments entitled			4,000,000
Accrued milestone payments	$ 0		0
Patagonia license agreement | TMB-003 License
Finite-Lived Intangible Assets [Line Items]
Upfront fee			20,000
Cash milestone payments entitled			10,250,000
Initial cash milestone payments entitled			250,000
Accrued milestone payments	0		0
AFT license agreement
Finite-Lived Intangible Assets [Line Items]
Upfront fee	750,000	$ 250,000
Cash milestone payments entitled			25,500,000
Accrued milestone payments	$ 0		$ 0
Right to appoint members			2
Number of committee members			3

Fair Value Measurements - Input

Fair Value Measurements - Inputs using the probability black scholes models to calculate the fair value of warrants related to the bridge notes (Details)	Dec. 31, 2020	Jun. 02, 2020	May 18, 2020USD ($)
Expected price volatility
Fair Value Measurements
Warrants			84.9
Risk-free interest rate | Minimum
Fair Value Measurements
Warrants			0.38
Risk-free interest rate | Maximum
Fair Value Measurements
Warrants			1.48
Expected term | Minimum
Fair Value Measurements
Warrants			5
Expected term | Maximum
Fair Value Measurements
Warrants			5.3
Bridge warrants | Expected price volatility
Fair Value Measurements
Warrants			84.9
Bridge warrants | Risk-free interest rate | Minimum
Fair Value Measurements
Warrants			0.38
Bridge warrants | Risk-free interest rate | Maximum
Fair Value Measurements
Warrants			1.48
Bridge warrants | Expected term | Minimum
Fair Value Measurements
Warrants			5
Bridge warrants | Expected term | Maximum
Fair Value Measurements
Warrants			5.3
Series A Warrants | Expected price volatility
Fair Value Measurements
Warrants		78.2
Series A Warrants | Expected price volatility | Minimum
Fair Value Measurements
Warrants	78.8
Series A Warrants | Expected price volatility | Maximum
Fair Value Measurements
Warrants	81.6
Series A Warrants | Risk-free interest rate
Fair Value Measurements
Warrants		0.32
Series A Warrants | Risk-free interest rate | Minimum
Fair Value Measurements
Warrants	0.26
Series A Warrants | Risk-free interest rate | Maximum
Fair Value Measurements
Warrants	0.35
Series A Warrants | Expected term
Fair Value Measurements
Warrants	4.5	5

Fair Value Measurements - Chang

Fair Value Measurements - Changes in level 3 liabilities measured at fair value (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 14, 2020	Mar. 13, 2020	Feb. 14, 2020	Jan. 28, 2020
Changes in Level 3 liabilities measured at fair value
Issue of Series A warrants	$ (8,156,770)
Level 3
Changes in Level 3 liabilities measured at fair value
Subtotal		$ 2,932,718	$ 1,021,262	$ 981,557	$ 929,899
Issue of Series A warrants	16,511,634
Change in fair value	(8,156,770)
Bridge Warrants | Level 3
Changes in Level 3 liabilities measured at fair value
Subtotal		$ 2,932,718	$ 1,021,262	$ 981,557	$ 929,899
Change in fair value	490,486
Reclassification of bridge note to equity	(3,423,204)
Series A Warrants | Level 3
Changes in Level 3 liabilities measured at fair value
Issue of Series A warrants	16,511,634
Change in fair value	(8,647,256)
Reclassification of bridge note to equity	$ (7,864,378)

Fair Value Measurements - Addit

Fair Value Measurements - Additional information (Details) - USD ($)	Dec. 31, 2020	Nov. 19, 2020	Jun. 02, 2020	Dec. 31, 2019
Fair Value Measurements
Assets measured at fair value of Level 1 to Level 2 transfers				$ 0
Assets measured at fair value of Level 2 to Level 1 transfers				0
Assets measured at fair value of Level 1 to Level 3 transfers				0
Assets measured at fair value of Level 3 to Level 1 transfers				0
Liabilities measured at fair value of Level 1 to Level 2 transfers				0
Liabilities measured at fair value of Level 2 to Level 1 transfers				0
Liabilities measured at fair value of Level 1 to Level 3 transfers				0
Liabilities measured at fair value of Level 3 to Level 1 transfers				$ 0
Bridge warrants
Fair Value Measurements
Warrants exercise price (in dollars per share)	$ 0.001
Term of warrants	5 years
Series A Warrants
Fair Value Measurements
Warrants exercise price (in dollars per share)		$ 1.16	$ 2.7953
Term of warrants			5 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		20,178,214	8,384,764

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Accrued Expenses
Research and development	$ 158,911	$ 128,239
Professional fees	142,599
Personnel expenses	438,722	86,421
Other	28,429
Total	$ 768,661	$ 214,660

Bridge Notes Payable - Reclassi

Bridge Notes Payable - Reclassification to Equity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 13, 2020	Feb. 14, 2020	Jan. 28, 2020
Debt Instrument [Line Items]
Amortization of debt discount	$ 4,232,718
Bridge Loan
Debt Instrument [Line Items]
Issuance		$ 1,666,667	$ 1,666,667	$ 1,666,666
Original issue Discount	1,300,000
Discount resulting from allocation of proceeds to warrant liability	(2,932,718)
Amortization of debt discount	4,232,718
Reclassification of bridge note to equity	(5,000,000)
Warrant liability
Debt Instrument [Line Items]
Discount resulting from allocation of proceeds to warrant liability	$ 767,282

Bridge Notes Payable - Inputs u

Bridge Notes Payable - Inputs used to calculate the fair value of the warrants (Details)	May 18, 2020USD ($)
Expected price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants	84.9
Risk-free interest rate | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants	1.48
Risk-free interest rate | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants	0.38
Expected term | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants	5.3
Expected term | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants	5

Bridge Notes Payable - Addition

Bridge Notes Payable - Additional information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2020	Mar. 13, 2020	Feb. 14, 2020	Jan. 28, 2020
Bridge Notes Payable
Change in fair value of warrant liability		$ (8,156,770)
Bridge Loan
Bridge Notes Payable
Gross amount of loan			$ 1,666,667	$ 1,666,667	$ 1,666,666
Original issue discount		1,300,000
Securities Purchase Agreement
Bridge Notes Payable
Change in fair value of warrant liability		600,000
Securities Purchase Agreement | Bridge Loan
Bridge Notes Payable
Original issue discount					1,250,000
Reimbursement of transaction costs		$ 50,000
Proceeds from loan	$ 3,700,000
Interest rate		15.00%
Interest rate on occurrence of default		25.00%
Per share price received from investors		$ 6.0423
Shares issued to settle notes		827,499
Number of trading days		5 days
Percentage of common stock converted from warrants		100.00%
Warrants exercise price (in dollars per share)		$ 0.001
Term of warrants		5 years
Change in fair value of warrant liability		$ 0
Securities Purchase Agreement | Bridge Loan | First closing
Bridge Notes Payable
Gross amount of loan					5,000,000
Amount of loan					$ 3,750,000

Temporary Equity, and Members_3

Temporary Equity, and Members' and Stockholder's Equity (Deficit) - Common Stock, Bridge Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	May 18, 2020	Dec. 31, 2020	May 22, 2020	Dec. 31, 2019
Common Stock
Common shares outstanding		27,132,420		0
Common stock issued on acquisition	1,367,326
Private Placement
Common Stock
Shares issued to investors	20,000,000
Aggregate net proceeds	$ 17.5
BioPharmX
Common Stock
Common shares outstanding	1,367,326
Fair value of common stock issued on acquisition	$ 8.4
Fair value per share of common stock issued on acquisition	$ 6.12
Merger Agreement
Common Stock
Common shares outstanding	11,849,031
Merger Agreement | Private Placement
Common Stock
Common stock issued on acquisition	4,186,625
Patagonia
Common Stock
Common stock issued on acquisition	1,000
Conversion of common stock issued	629,572
TardiMed
Common Stock
Common stock issued on acquisition	9,000
Conversion of common stock issued	5,666,152
Bridge warrants
Common Stock
Amount of loan	$ 5
Common stock for which warrants exercised			413,751
Warrants exercise price (in dollars per share)			$ 2.2362
Term of warrants			5 years

Temporary Equity, and Members_4

Temporary Equity, and Members' and Stockholder's Equity (Deficit) - Redeemable Series A Convertible Preferred Stock (Details) - USD ($)	May 18, 2020	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Beginning Balance		$ (1,376,218)
Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition		(1,819,289)
Ending Balance		7,608,031
Series A preferred stock
Class of Stock [Line Items]
Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition		$ 1,819,289
Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition (in shares)		1,819
Ending Balance		$ 1,909,805
Ending Balance (in shares)		1,819
Redeemable Series A Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock designated	2,500
Cumulative dividends percentage	8.00%
Minimum conversion price	$ 1,000
Conversion price	$ 18.054
Percentage of final price per share	110.00%
Per share of final price	$ 2.46
Accrued preferred dividends		$ 143,185	$ 37,835
Timber Sub | Series A preferred stock
Class of Stock [Line Items]
Beginning Balance		$ 0
Beginning Balance (in shares)		0
Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition		$ 1,819,289
Conversion of preferred units to Series A preferred stock pursuant to BioPharmX acquisition (in shares)		1,819
Cumulative dividends on Series A Preferred Stock		$ 90,516
Cumulative dividends on Series A Preferred Stock (in shares)		0
Ending Balance		$ 1,909,805
Ending Balance (in shares)		1,819
Timber Sub | Redeemable Series A Convertible Preferred Stock
Class of Stock [Line Items]
Preferred units before merger	1,819,289
Common stock on conversion of units	1,819
Temporary Equity, Accretion to Redemption Value		$ 1,900,000

Temporary Equity, and Members_5

Temporary Equity, and Members' and Stockholder's Equity (Deficit) - Membership Rights, Distributions Rights (Details)	Jul. 26, 2019USD ($)$ / sharesshares	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)shares
Temporary Equity, and Members' and Stockholder's Equity (Deficit)
Common units			10,000
Preferred units			1,586,493
Initial number of managers in board | $		3
Number of votes per manager | $		1
Cumulative annual return		8.00%
TardiMed
Temporary Equity, and Members' and Stockholder's Equity (Deficit)
Common units	9,000
Preferred units			1,586,493
Number of common units outstanding	9,000
Initial capital contributions | $	$ 90
Preferred unit issuance value | $	$ 2,500,000
Purchase price per share | $ / shares	$ 1
Commitment capital contributed | $			$ 1,600,000
Number of preferred units outstanding			1,586,493
Patagonia
Temporary Equity, and Members' and Stockholder's Equity (Deficit)
Common units	1,000
Number of common units outstanding	1,000
Initial capital contributions | $	$ 10
Right to appoint number of directors | $		1
Term for director position		3 years

Temporary Equity, and Members_6

Temporary Equity, and Members' and Stockholder's Equity (Deficit) - Series B Warrants (Details) - Series B Warrants	12 Months Ended
	Dec. 31, 2020USD ($)shares
Temporary Equity, and Members' and Stockholder's Equity (Deficit)
Number of warrants exercised	15,292,744
Shares issued upon exercise of warrants	15,284,992
Proceeds from exercise of warrants | $	$ 6,375

Equity-based compensation (Deta

Equity-based compensation (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 74,567	$ 218,919
Employee value appreciation right awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 74,567	72,975
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense		$ 145,944

Equity-based compensation - Val

Equity-based compensation - Value Appreciation Rights (Details) - VARs - USD ($)	Jan. 06, 2020	Feb. 25, 2019	Dec. 31, 2019	Dec. 31, 2020
Number of Units
Outstanding at the beginning (in shares)				437,553
Issued			462,106
Cancelled	69,882		(24,553)	(69,882)
Outstanding at the ending (in shares)			437,553	367,671
Exercisable (in shares)				87,511
Weighted Average Exercise Price
Outstanding at the beginning (in dollares per shares)				$ 0.01
Issued (in dollars per share)			$ 0.01
Cancelled (in dollares per share)			0.01	0.01
Outstanding at the ending (in dollares per shares)			$ 0.01	0.01
Exercisable (in dollares per shares)				$ 0.01
Total Intrinsic Value
Outstanding at the beginning intrinsic value				$ 279,077
Outstanding at the ending intrinsic value			$ 279,077	269,502
Exercisable				$ 64,145
Weighted Average Remaining Contractual Life (in years)
Outstanding (in years)		0 years	9 years 4 months 24 days	8 years 4 months 24 days
Issued (in years)			8 years 10 months 24 days
Exercisable (in years)				8 years 4 months 24 days

Equity-based compensation - Sto

Equity-based compensation - Stock Options (Details) - Stock Options - $ / shares	12 Months Ended
	Dec. 31, 2020
Shares Underlying Options
Outstanding at the beginning (in shares)	0
Granted	232,996
Canceled	(48,540)
Outstanding at the ending (in shares)	184,456
Weighted Average Exercise Price
Granted	$ 2.87
Canceled	2.87
Outstanding at the ending (in dollars per share)	2.87
Exercisable at December 31, 2020	$ 2.87
Weighted Average Remaining Contractual Term (Years)
Granted (in years)	9 years 4 months 24 days
Outstanding at the ending (in years)	9 years 4 months 24 days
Exercisable at September 30, 2020 (in years)	9 years 4 months 24 days

Equity-based compensation - Leg

Equity-based compensation - Legacy Stock Options Warrants (Details) - Stock options and warrants - $ / shares	May 18, 2020	Dec. 31, 2020	Dec. 31, 2020
Shares Underlying Options
Canceled		(30,194)
Weighted Average Exercise Price
Weighted Average Exercise Prices, Canceled		$ 61.11
Legacy BioPharmXOptions
Shares Underlying Options
Shares Underlying Options and Warrants	45,975	15,781	15,781
Weighted Average Exercise Price
Weighted Average Exercise Prices	$ 65.97	$ 75.27	$ 75.27
Weighted Average Remaining Contractual Term (Years)
Weighted Average Remaining Contractual Life (in Years)	1 year 2 months 12 days	2 years 3 months 18 days
Legacy BioPharmXWarrants
Shares Underlying Options
Shares Underlying Options and Warrants		219,928	219,928
Weighted Average Exercise Price
Weighted Average Exercise Prices		$ 164.09	$ 164.09
Weighted Average Remaining Contractual Term (Years)
Weighted Average Remaining Contractual Life (in Years)			2 years 8 months 12 days

Equity-based compensation - Key

Equity-based compensation - Key Assumptions (Details) - Stock Options	12 Months Ended
	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	79.00%
Risk-free interest rate	0.30%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	5 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	7 years

Equity-based compensation - Add

Equity-based compensation - Additional information (Details)	May 18, 2020shares	Jan. 06, 2020shares	Dec. 31, 2019shares	Dec. 31, 2020USD ($)shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of employees voluntary terminated | $				2
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance	970,833
Vesting period	3 years
Expiration term	10 years
Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum aggregate Units that may be subject to awards and issued under the Plan				1,111
Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive units outstanding			437,553	367,671
Incentive Units | 2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum aggregate Units that may be subject to awards and issued under the Plan				699,454
Incentive Units | Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive units outstanding			695
VARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive units outstanding			437,553	367,671
Cancelled (in shares)		69,882	(24,553)	(69,882)
Reversal of compensation cost | $				$ 8,000
Unrecognized compensation cost | $				$ 100,000
Estimated weighted-average amortization period				1 year 1 month 6 days
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Canceled				48,540
Reversal of compensation cost | $				$ 18,000
Unrecognized compensation cost | $				$ 200,000
Estimated weighted-average amortization period				1 year 1 month 6 days
Options outstanding			0	184,456
Number of options granted				232,996

Income Taxes - Summary of compo

Income Taxes - Summary of components of earnings before income taxes (Details)	12 Months Ended
	Dec. 31, 2020USD ($)
Income (loss) before income taxes:
Domestic	$ (14,839,605)
Foreign	(240,167)
Total	$ (15,079,772)

Income Taxes - Provision for In

Income Taxes - Provision for Income Taxes (Details)	12 Months Ended
	Dec. 31, 2020USD ($)
Current
US Federal	$ 0
US State	0
Total current provision	0
Deferred
US Federal	0
US State	0
Foreign	37,842
Total deferred provision	37,842
Total provision for income taxes	$ 37,842

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Statutory Income Tax Rates (Details)	12 Months Ended
	Dec. 31, 2020
Income taxes
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	5.50%
Foreign rate differential	(0.10%)
Non-taxable entity	(6.00%)
Change in FV of warrant liability	11.80%
Convertible note interest	(4.60%)
Other	0.20%
Change in valuation allowance	(28.20%)
Income taxes provision (benefit)	(0.40%)

Income Taxes - Temporary Differ

Income Taxes - Temporary Differences and Carry Fowards of Deferred Tax Assets and Liabilities (Details)	Dec. 31, 2020USD ($)
Deferred tax assets:
Net operating loss	$ 26,359,856
Research and Development Credits	1,216,951
Fixed assets	21,998
Intangible assets	53,297
Impairment Loss	21,654
Stock compensation	290,904
Deferred lease liability	492,998
Other	13,751
Total deferred income tax assets	28,471,409
Valuation allowance	(27,876,694)
Deferred tax assets, net	594,715
Deferred income tax liabilities:
Deferred lease assets	(466,679)
Other	(165,878)
Total deferred income tax liabilities	(632,557)
Deferred tax, net	$ (37,842)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Deferred tax assets valuation allowance	$ 27,876,694
Deferred tax assets research and development	$ 1,216,951
Net Operating Loss Carryforwards Percentage	100.00%
Income tax penalties interest accrued	$ 0	$ 0
BioPharmX
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	80,400,000
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 96,400,000
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expiration date	Dec. 31, 2040

Commitments and contingencies_2

Commitments and contingencies (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Mar. 31, 2019	Feb. 28, 2019
Commitments and contingencies
Lease term		4 years
Operating leases:
Operating lease cost		$ 192,115
Variable lease cost		57,013
Operating lease expense		249,128
Lease income - sub lease		(206,614)
Net rent expense		42,514
Estimated claim liability	$ 0	0	$ 0	$ 0
Operating cash flows - operating leases	$ 0	182,441
Right-of-use assets obtained in exchange for operating lease liabilities		$ 904,370
Weighted-average remaining lease term - operating leases		3 years
Weighted-average discount rate - operating leases		15.00%

Commitments and contingencies -

Commitments and contingencies - Future minimum payments (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
OperatingLeaseLiabilitiesPaymentsDueAbstract
Year Ended December 31, 2021		$ 322,656
Year Ended December 31, 2022		332,568
Year Ended December 31, 2023		342,468
Total		997,692
Less present value discount		(200,586)
Operating lease liabilities		797,106
Operating Lease, Payments	$ 0	$ 182,441

Related party transactions (Det

Related party transactions (Details) - USD ($)	Feb. 27, 2019	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Related party transactions
Number of founder common units issued	10
Patagonia
Related party transactions
Number of common shares on conversion of units			629,572
Percentage in total voting shares outstanding		10.00%		10.00%
Founder common units contribution	$ 1,000		$ 1,000	$ 1,000
Number of founder common units issued			45
TardiMed
Related party transactions
Number of common shares on conversion of units			5,437,517
Percentage in total voting shares outstanding			20.00%
Founder common units contribution		$ 1,400,000	$ 100,000
Number of founder common units issued		1,400,000	142,392
Number of common shares on conversion of preferred units and dividends			1,819
Management fees		$ 186,493	$ 400,346
Reimbursed expenses		$ 186,493	$ 400,346

Subsequent events (Details)

Subsequent events (Details) - Subsequent events	Mar. 15, 2021shares	Mar. 10, 2021ft²	Feb. 04, 2021shares
SUBSEQUENT EVENTS
Land Subject to Ground Leases | ft²		3,127
Lease Expiration Date		Mar. 31, 2023
Series A Warrants
SUBSEQUENT EVENTS
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	3,476,390
Common Stock
SUBSEQUENT EVENTS
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			347,991