Capitalization | 6. Conversion to C-Corporation On March 31, 2017, the Company converted from an LLC to a C-Corporation. Upon the conversion, all outstanding preferred units and common units were converted on a 1-to-1 basis into shares of preferred stock and common stock, respectively. Stock Split and Increase in Authorized Shares On September 5, 2017, in connection with our IPO, the Company ’ “ ” Initial Public Offering On September 22, 2017, the Company completed its initial public offering of 4,554,000 shares of its common stock at a price to the public of $10.00 per share, which includes the sale of 594,000 shares of the Company ’ ’ ’ Sale of Common Stock On August 25, 2017, following the completion of the Sun Pharma Offering, Daniel S. Janney, a member of our board of directors, purchased 130,590 shares of our common stock at the same price per share paid by Sun Pharma, $7.66 per share, through an investment entity owned and controlled by a board member for a total consideration of approximately $1.0 million. On November 1, 2017, the Company entered into a stock purchase agreement (the “Agreement”) with the Epidermolysis Bullosa Medical Research Foundation, a California not-for-profit corporation (“EBMRF”), and EB Research Partnership, Inc., a New York not-for-profit corporation (“EBRP” and together with EBMRF, the “Purchasers”), pursuant to which the Company has agreed to issue and sell, and the Purchasers have agreed to purchase, an aggregate of 70,000 shares of the Company’s common stock, par value $0.00001 per share, for a purchase price of $11.00 per share, resulting in aggregate gross proceeds to the Company of $770,000 (the “Transaction”). T he Company intends to commence work here is a redemption feature whereby repurchase all or a portion of the shares at a purchase price of $11.00 per share or the closing trading price of the common stock on the redemption request date, whichever is higher, should the . As the redemption feature is within the control of the Company, the common stock issued pursuant to this Agreement is classified as permanent equity. Shares Outstanding There were 10,309,615 and 10,307,247 shares of common stock outstanding at March 31, 2018 and December 31, 2017, respectively. No shares of preferred stock were outstanding at March 31, 2018 or December 31, 2017. Issuance of Preferred Stock and Conversion of Convertible Promissory Notes and Related Party Convertible Promissory Notes On August 8, 2017, the Company issued 914,107 shares of Series A Preferred Stock to a single investor (“Sun Pharma”) at a purchase price of $7.66 per share for aggregate proceeds of approximately $7.0 million (the “Sun Pharma Offering”). Concurrently with the issuance of the Series A Preferred Stock, and as further described in our Annual Report on Form 10-K for the year ended December 31, 2017, previously issued convertible promissory notes plus accrued interest were automatically converted into shares of preferred stock. As the conversion price per share of preferred stock was lower than the market price of each share of preferred stock on the date of conversion, an interest expense of $3.2 million was recorded upon conversion representing a beneficial conversion feature. The following table outlines the conversion on August 8, 2017 of the convertible promissory notes into shares of preferred stock (in thousands except share and per share amounts): Conversion Fair Value Fair Fair Loss on Extinguishment of Convertible Accrued Price Per Shares of Shares of Date of Value Value Promissory Principal Interest Total Share (1) Series A-1 Series A-2 Conversion Series A-1 Series A-2 Notes Convertible promissory notes $ 2,444 $ 72 $ 2,516 $ 4.14 (1) 607,743 — $ 7.66 $ 4,654 $ — $ (2,138 ) Related party convertible promissory notes 948 32 980 $ 4.14 (1) 236,619 — $ 7.66 1,812 — (832 ) Related party convertible promissory notes—June notes 750 8 758 $ 6.13 (2) — 123,691 $ 7.66 — 947 (189 ) Total related party promissory notes 1,698 40 1,738 236,619 123,691 1,812 947 (1,021 ) Total $ 4,142 $ 112 $ 4,254 844,362 123,691 $ 6,466 $ 947 $ (3,159 ) (1) The conversion price was determined by dividing the target valuation of $16 million by the outstanding shares of 3,863,547 immediately prior to the issuance of the Series A on August 8, 2017. (2) The conversion price was determined to be 80% of the $7.66 sales price per share of the Series A shares issued on August 8, 2017. Common Stock The voting, dividend and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers and privileges of the holders of the preferred stock and are as follows: Voting Rights. The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. The Board shall be elected by vote of the Common Stock and the Preferred stock voting together as a single class on an as-converted basis. Dividends. The holders of the common stock are entitled to receive dividends, if and when declared by the Board, and all dividends shall be paid pro rata on the common stock and the preferred stock, without preference, based on the number of shares of the common stock of the holders. From inception through March 31, 2018, no dividends have been declared or paid by the Company. Liquidation Preference. After payment to the holders of shares of preferred stock of their liquidation preferences, the holders of the common stock are entitled to share ratably in the Company’s assets available for distribution to stockholders, in the event of any voluntary or involuntary liquidation, dissolution, winding up, consolidation or merger of the Company or upon the occurrence of a deemed liquidation event. |