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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2019	Mar. 23, 2020	Jun. 30, 2019
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Entity Registrant Name	JAGUAR HEALTH, INC.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Public Float			$ 8,457,091
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Central Index Key	0001585608
Amendment Flag	false
Entity Ex Transition Period	true
Common stock - voting
Entity Common Stock, Shares Outstanding		15,321,913
Common stock - non-voting
Entity Common Stock, Shares Outstanding		40,301,237
Convertible preferred stock
Entity Common Stock, Shares Outstanding		6,504,792

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 3,495,431	$ 2,568,191
Restricted cash	387,947
Accounts receivable	1,691,712	995,683
Other receivable	2,872	6,118
Inventory	2,128,686	3,342,177
Operating lease - right-of-use asset	552,967
Prepaid expenses and other current assets	1,262,737	1,237,772
Total current assets	9,522,352	8,149,941
Property and equipment, net	710,207	760,617
Intangible assets, net	26,023,889	31,710,556
Other assets	153,973	420,831
Total assets	36,410,421	41,041,945
Current liabilities:
Accounts payable	5,351,535	5,414,260
Accrued liabilities	2,922,255	4,939,441
Warrant liability	3,492	220,376
Operating lease liability	336,647
Convertible debt, net of discount		11,239,170
Notes payable, net of discount	6,778,461	4,845,575
Total current liabilities	15,392,390	26,658,822
Notes payable long term	450,000
Total liabilities	15,842,390	26,658,822
Commitments and contingencies (See Note 5)
Stockholders' equity:
Additional paid-in capital	142,046,304	99,929,835
Accumulated deficit	(133,090,215)	(94,550,779)
Total stockholders' equity	10,673,539	5,383,121
Total liabilities, convertible preferred stock and stockholders' equity	36,410,421	41,041,945
Series A
Current liabilities:
Series A redeemable convertible preferred stock: $0.0001 par value, 5,524,926 shares authorized at December 31, 2019 and December 31, 2018; 5,524,926 shares issued and outstanding at December 31, 2019 and December 31, 2018; (redemption amount of $12,738,822 andzero at December 31, 2019 and December 31, 2018, respectively)	9,894,492	9,000,002
Series B convertible preferred stock
Current liabilities:
Series A redeemable convertible preferred stock: $0.0001 par value, 5,524,926 shares authorized at December 31, 2019 and December 31, 2018; 5,524,926 shares issued and outstanding at December 31, 2019 and December 31, 2018; (redemption amount of $12,738,822 andzero at December 31, 2019 and December 31, 2018, respectively)	475,928
Stockholders' equity:
Preferred stock value	475,928
Series B-2 convertible preferred stock
Current liabilities:
Series A redeemable convertible preferred stock: $0.0001 par value, 5,524,926 shares authorized at December 31, 2019 and December 31, 2018; 5,524,926 shares issued and outstanding at December 31, 2019 and December 31, 2018; (redemption amount of $12,738,822 andzero at December 31, 2019 and December 31, 2018, respectively)	1,236,064
Stockholders' equity:
Preferred stock value	1,236,064
Common stock - voting
Current liabilities:
Series A redeemable convertible preferred stock: $0.0001 par value, 5,524,926 shares authorized at December 31, 2019 and December 31, 2018; 5,524,926 shares issued and outstanding at December 31, 2019 and December 31, 2018; (redemption amount of $12,738,822 andzero at December 31, 2019 and December 31, 2018, respectively)		35
Stockholders' equity:
Common stock value	1,428	35
Total stockholders' equity	1,428	35
Common stock - non-voting
Current liabilities:
Series A redeemable convertible preferred stock: $0.0001 par value, 5,524,926 shares authorized at December 31, 2019 and December 31, 2018; 5,524,926 shares issued and outstanding at December 31, 2019 and December 31, 2018; (redemption amount of $12,738,822 andzero at December 31, 2019 and December 31, 2018, respectively)		4,030
Stockholders' equity:
Common stock value	4,030	4,030
Total stockholders' equity	$ 4,030	$ 4,030

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Convertible preferred stock, shares authorized	11,000,000
Convertible preferred stock, shares issued	5,537,062
Series A
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	5,524,926	5,524,926
Convertible preferred stock, shares issued	5,524,926	5,524,926
Convertible preferred stock, shares outstanding	5,524,926	5,524,926
Redemption amount	$ 12,738,822	$ 0
Liquidation preference	$ 9,199,002	$ 9,199,002
Series B convertible preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	11,000	0
Convertible preferred stock, shares issued	1,971	0
Convertible preferred stock, shares outstanding	1,971	0
Series B-1 convertible preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	63	0
Convertible preferred stock, shares issued	0	0
Convertible preferred stock, shares outstanding	0	0
Series B-2 convertible preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	10,165	0
Convertible preferred stock, shares issued	10,165	0
Convertible preferred stock, shares outstanding	10,165	0
Common stock - voting
Convertible preferred stock, shares outstanding		351,472
Common stock - non-voting
Convertible preferred stock, shares outstanding		40,301,237
Common Stock \| Common stock - voting
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	14,273,061	351,472
Common stock, shares outstanding	14,273,061	351,472
Common Stock \| Common stock - non-voting
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	40,301,237	40,301,237
Common stock, shares outstanding	40,301,237	40,301,237

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Revenue
Total revenue	$ 5,775,257	$ 4,416,145
Operating expenses
Cost of product revenue	3,815,812	2,765,746
Research and development	5,819,817	5,154,748
Sales and marketing	6,936,314	9,831,576
General and administrative	13,502,625	12,277,222
Settlement of Tempesta Royalty License Agreement	648,800
Impairment of goodwill	0	5,210,821
Impairment of indefinite-lived intangible assets	4,000,000	0
Total operating expenses	34,723,368	35,240,113
Loss from operations	(28,948,111)	(30,823,968)
Interest expense	(5,730,648)	(2,628,685)
Other income	80,832	315,691
Change in fair value of financial instruments	1,009,402	331,016
Gain on Valeant settlement		1,204,333
Loss on extinguishment of debt	(4,940,911)	(544,444)
Loss before income tax expense	(38,529,436)	(32,146,057)
Income tax expense	(10,000)
Net loss	(38,539,436)	(32,146,057)
Net loss attributable to common shareholders	$ (44,726,242)	$ (32,146,057)
Net loss per share, basic and diluted (in dollars per share)	$ (9.01)	$ (153.27)
Weighted-average common shares outstanding, basic and diluted (in shares)	4,965,337	209,729
Accretion of Series A convertible preferred
Operating expenses
Deemed dividend	$ (894,490)
Series B convertible preferred stock
Operating expenses
Deemed dividend	(4,239,870)
Series B-1 convertible preferred stock
Operating expenses
Deemed dividend	(530,303)
Series 1 warrants
Operating expenses
Deemed dividend	(522,143)
Product revenue, net
Revenue
Total revenue	$ 5,775,257	$ 4,238,756
Collaboration revenue
Revenue
Total revenue		$ 177,389

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($)	Series 1 warrants Additional paid-in capital	Series 1 warrants Common stock - voting	Series 1 warrants	Series 2 warrants Additional paid-in capital	Series 2 warrants	Series B-1 convertible preferred stock Additional paid-in capital Series B-1 convertible preferred stock	Series B-1 convertible preferred stock Series B-1 convertible preferred stock	Series B convertible preferred stock Additional paid-in capital	Series B convertible preferred stock Series B convertible preferred stock	Series B convertible preferred stock Series B-1 convertible preferred stock	Series B convertible preferred stock Common stock - voting	Series B convertible preferred stock	PIPE Financing warrants, Dec 2019 Additional paid-in capital	PIPE Financing warrants, Dec 2019	Bridge Note Warrants Additional paid-in capital	Bridge Note Warrants	LOC warrant Additional paid-in capital	LOC warrant	Interest Expense Convertible Debt, March 2018 Additional paid-in capital	Interest Expense Convertible Debt, March 2018 Common stock - voting	Interest Expense Convertible Debt, March 2018	Payment of Interest August 2018 Additional paid-in capital	Payment of Interest August 2018 Common stock - voting	Payment of Interest August 2018	October 2018 Equity Financing Additional paid-in capital	October 2018 Equity Financing	Equity Forward Contracts October 2018 Additional paid-in capital	Equity Forward Contracts October 2018 Common stock - voting	Equity Forward Contracts October 2018	Office Lease September 2018 Additional paid-in capital	Office Lease September 2018	Private placement	CVP Notes Additional paid-in capital	CVP Notes Common stock - voting	CVP Notes	CVP Exchange Notes Additional paid-in capital	CVP Exchange Notes Common stock - voting	CVP Exchange Notes	Additional paid-in capital Series B convertible preferred stock	Additional paid-in capital Series B-1 convertible preferred stock	Additional paid-in capital Series B-1 preferred - Ionic (Oct 2, 2019)	Additional paid-in capital	Accumulated deficit	Series A convertible preferred stock	Series B convertible preferred stock	Series B-1 convertible preferred stock	Series B-2 convertible preferred stock	Series B-1 preferred - Ionic (Oct 2, 2019)	Common stock - voting	Common stock - non-voting	Total
Beginning Balance at Dec. 31, 2017																																																	$ 6
Ending Balance at Dec. 31, 2018																																												$ 9,000,002					$ 35	$ 4,030
Balance (in shares) at Dec. 31, 2018																																												5,524,926	0	0	0		351,472	40,301,237
Balance at Dec. 31, 2017																																										$ 79,661,456	$ (62,404,722)							$ 4,262	$ 17,261,002
Balance (in shares) at Dec. 31, 2017																																																	59,721	42,617,893
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of preferred stock and common stock in a private placement																																										4,999,997		$ 9,000,002					$ 3		5,000,000
Issuance of preferred stock and common stock in a private placement (in shares)																																												5,524,926					28,011
Deemed dividend on the series A and series B convertible preferred stock																																										(995,000)		$ 995,000							(995,000)
Issuance of common stock																																										2,055,872							$ 2		2,055,874
Issuance of common stock (In shares)																																																	17,075
Pre-funded Oasis Warrants - exercise by Oasis (Nov 14, 2019) (in shares)																												48,930
Issuance of common stock in exchange for services																																										6,425									6,425
Issuance of common stock in exchange for services (in shares)																																																	47
Issuance of common stock upon settlement of prepaid equity forward contracts, net																											$ 2,054,995	$ 5	$ 2,055,000
Issuance of common stock in exchange for payment of interest expense																			$ 704,725		$ 704,725
Issuance of common stock in exchange for payment of interest expense (in shares)																				4,081
Issuance of common stock for Tempesta Settlement, October 2019																																										1,607,420							$ 1		1,607,421
Issuance of common stock for Tempesta Settlement, October 2019 (in shares)																																																	13,665
Issuance of common stock in exchange for payment of interest expense (Kingdon)																						$ 479,808		$ 479,808
Issuance of common stock in exchange for payment of interest expense (Kingdon) (in shares)																							4,582
Beneficial conversion feature of convertible preferred stock																																										995,000		(995,000)							995,000
Payments of Stock Issuance Costs																										$ 1,900,000																									2,117,550
Conversion of Series B-1 into common-Ionic (Dec 20, 2019)																																										232								$ (232)
Conversion of Series B-1 into common-Ionic (Dec 20, 2019) (in shares)																																																	2,206	(2,316,656)
Issuance of common stock July 2018																																										624,896							$ 1		624,897
Issuance of common stock July 2018 (in shares)																																																	6,725
Issuance of common stock in debt financing September 2018																																										48,000									48,000
Issuance of common stock in debt financing September 2018 (in shares)																																																	1,071
Issuance of warrants in debt financing September 2018																														$ 493,688	$ 493,688											118,149									118,149
Fractional common stock shares repurchased																																										(30)									(30)
Stock-based compensation																																										2,023,873									2,023,873
Net loss																																											(32,146,057)								(32,146,057)
Issuance of warrants in PIPE Financing, December 2019														$ 30,951
Issuance of warrants for services																																										23,895									23,895
Issuance of common stock, net of issuance costs of $1.9 million, October 2018																																										5,026,434							$ 17		5,026,451
Issuance of common stock, net of issuance costs of $1.9 million, October 2018 (in shares)																																																	165,358
Balance at Dec. 31, 2018																																										99,929,835	(94,550,779)						$ 35	$ 4,030	5,383,121
Balance (in shares) at Dec. 31, 2018																																																	351,472	40,301,237
Ending Balance at Dec. 31, 2019																																												$ 9,894,492	$ 475,928		$ 1,236,064
Balance (in shares) at Dec. 31, 2019																																												5,524,926	1,971	0	10,165
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of common stock														1,035,000																											$ (145,615)	(384,688)				$ 384,688		$ 145,615
Issuance of common stock (In shares)																																2,500,000														49		14
Pre-funded Oasis Warrants - exercise by Oasis (Nov 14, 2019) (in shares)			1,250,000
Issuance of common stock to Oasis, put exercise																																										2,602,876							$ 20		2,602,896
Issuance of common stock to Oasis, put exercise (in shares)																																																	195,319
Issuance of common stock, registered offering																																										266,265							$ 1		266,266
Issuance of common stock, registered offering (in shares)																																																	19,019
Issuance of common stock in exchange for services																																	$ 8,224,883	$ 40	$ 8,224,923							139,983							$ 17		140,000
Issuance of common stock in exchange for services (in shares)																																		395,970															166,667
Issuance of prepaid equity forward contracts, November 2019																									$ 1,713,275	$ 1,713,275
Issuance of common stock upon settlement of prepaid equity forward contracts, net																																										9,761							$ 99		9,860
Issuance of common stock upon settlement of prepaid equity forward contracts, net, November 2019 (in shares)																																																	986,000
Issuance of common stock for Tempesta Settlement, October 2019																																				$ 6,672,838	$ 112	$ 6,672,950				48,796							$ 4		48,800
Issuance of common stock for Tempesta Settlement, October 2019 (in shares)																																					1,119,440												40,000
Issuance of common stock in exchange for payment of interest expense (Kingdon)																																										446,727							$ 2		446,729
Issuance of common stock in exchange for payment of interest expense (Kingdon) (in shares)																																																	19,752
Issuance of Series B convertible preferred stock or common stock in Class A Units, net	$ 388,861	$ 277,774	$ 388,889									$ 2,604,686																														1,393,689			$ 2,604,686				$ 289		1,393,978
Issuance of Series B convertible preferred stock or common stock in Class A Units, net (in shares)		28																																											10,787				2,886,500
Beneficial conversion feature of convertible preferred stock						$ 384,688	$ (384,688)	$ 4,239,870	$ (4,239,870)																															$ 145,615						$ (145,615)
Payments of Stock Issuance Costs																																													$ 875,184
Modification of Series 1 warrants	522,143		522,143
Deemed dividend attributable to Series 1 warrant modification	(522,143)		(522,143)			(384,688)	384,688																																$ (4,239,870)	$ (145,615)					$ 4,239,870	145,615
Warrant reclassification from liability to equity															$ 4,259,327	$ 4,259,327	$ 71,079	$ 71,079
Conversion of preferred stock into common stock, December 2019								$ 2,128,317	$ (2,128,758)		$ 441																															530,240				$ (530,303)			$ 63
Conversion of preferred stock into common stock, December 2019 (in shares)									(8,816)	(63)	4,408,000																																			10,001	190		630,063
Issuance of Series B-2 preferred for Pre-Funded Warrants-Oasis (12/23/19)																																										(1,235,994)					$ 1,236,064		$ (70)
Issuance of Series B-2 preferred for Pre-Funded Warrants-Oasis (12/23/19) (shares)																																															10,165		(695,127)
Issuance of warrants in debt financing September 2018						$ 20,000	$ 20,000																																												493,688
Fractional common stock shares repurchased (in shares)																																																	(14)
Stock-based compensation																																										2,988,544									2,988,544
Net loss																																											(38,539,436)								(38,539,436)
Issuance of warrants in PIPE Financing, December 2019				$ 5,025,515	$ 5,025,515								$ 465,000	$ 465,000																												1,034,750							$ 250		1,035,000
Issuance of warrants in PIPE Financing, December 2019 (in shares)																																																	2,500,000
Accretion to redemption value of redeemable preferred stock																																										(894,490)		$ 894,490							(894,490)
Issuance of common stock, March 2018	5,025,515		5,025,515
Issuance of common stock upon exercise of Series 1 warrants, October 2019	$ 1,361,015	$ 97	$ 1,361,112
Issuance of common stock upon exercise of Series 1 warrants, October 2019(in shares)		972,226
Balance at Dec. 31, 2019																																										$ 142,046,304	$ (133,090,215)						$ 1,428	$ 4,030	$ 10,673,539
Balance (in shares) at Dec. 31, 2019																																																	14,273,061	40,301,237

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stock Transactions, Parenthetical Disclosures
Shares issued in S-1 offering, net of issuance costs		$ 2,117,550
October 2018 Equity Financing
Stock Transactions, Parenthetical Disclosures
Shares issued in S-1 offering, net of issuance costs		$ 1,900,000
Series B convertible preferred stock
Stock Transactions, Parenthetical Disclosures
Shares issued in S-1 offering, net of issuance costs	$ 875,184

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities
Net loss	$ (38,539,436)	$ (32,146,057)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,737,077	1,319,003
Impairment of goodwill	0	5,210,821
Impairment of indefinite-lived intangible assets	4,000,000	0
Interest paid on the conversion of debt to equity		21,274
Warrants issued for services		23,894
Loss on extinguishment of debt	4,940,911	544,444
Amortization of operating lease right-of-use-assets	191,133
Stock-based compensation	2,988,544	2,023,874
Issuance of common stock in exchange for services	140,000	6,425
Issuance of common stock in Tempesta settlement agreement	48,800
Tempesta settlement note expense	550,000
Amortization of debt issuance costs and debt discount	5,157,338	1,196,914
Change in fair value of warrants, conversion option and derivative liability	(1,009,402)	(6,325)
Changes in assets and liabilities
Accounts receivable	(696,028)	(528,025)
Other receivable	(7,850)	(4,738)
Inventory	1,213,492	(1,269,360)
Prepaid expenses and other current assets	(246,658)	(111,616)
Other non-current assets	108,687	(262,659)
Deferred collaboration revenue		(177,389)
Operating lease liabilities	(132,985)	109,240
Deferred rent	221,692
Accounts payable	(62,725)	(1,940,671)
Accrued expenses	(1,059,396)	3,260,119
Total cash used in operating activities	(20,456,806)	(22,730,832)
Cash flows from investing activities
Purchase of equipment		(6,527)
Total cash used in investing activities		(6,527)
Cash flows from financing activities
Proceeds from issuance of notes payable	5,050,000	2,564,938
Proceeds from issuance of convertible debt		474,000
Repayment of notes payable	(5,150,000)	(1,689,200)
Repayment of convertible debt		(566,249)
Proceeds from issuance of common stock	2,249,100	7,055,874
Payment of underwriting discounts, commissions and other associated offering costs		(2,117,550)
Fractional common shares repurchased		(30)
Total cash provided by financing activities	21,771,993	24,545,683
Net increase in cash	1,315,187	1,808,324
Cash at beginning of year	2,568,191	759,867
Cash at end of year	3,883,378	2,568,191
Supplemental disclosure of cash flow information
Cash paid for interest	142,000
Supplemental schedule of non-cash financing and investing activities
Common stock issued in exchange for CVP Exchange Note 1 principal and related interest	6,672,838
Common stock issued in payment of accrued interest on Kingdon notes payable	446,729
Accretion to redemption value of Series A contingently redeemable convertible preferred stock	894,490
September 2018 L2 convertible note payable
Supplemental schedule of non-cash financing and investing activities
Common stock issued as redemption of notes payable and related interest		48,000
Common stock issued in payment of CVP Note Payable principal and related interest	8,224,923
Private Investment in Public Entities March 2018
Cash flows from financing activities
Proceeds from the issuance of convertible preferred stock, March 2018		9,199,002
Private Investment in Public Entities July 2018
Cash flows from financing activities
Proceeds from issuance of common stock		624,897
Private investment in public entities, October 2018
Cash flows from financing activities
Proceeds from issuance of common stock		6,945,000
Supplemental schedule of non-cash financing and investing activities
Issuance of warrants		611,286
Private Investment In Public Entities November 2019 Offering [Member]
Cash flows from financing activities
Payment of underwriting discounts, commissions and other associated offering costs	(64,503)
Equity Forward Contracts October 2018
Cash flows from financing activities
Proceeds from issuance of common stock		2,055,001
Jaguar Notes Payable
Supplemental schedule of non-cash financing and investing activities
Interest paid on long-term debt		19,344
Common stock issued as redemption of notes payable and related interest		1,153,408
Napo convertible debt
Supplemental schedule of non-cash financing and investing activities
Common stock issued as redemption of notes payable and related interest		1,638,546
PIPE Financing warrants, Dec 2019
Cash flows from financing activities
Proceeds from Issuance of Warrants	1,500,000
Proceeds from issuance of convertible preferred stock	1,500,000
Series 2 warrants \| Private Investment in Public Entities July 2019
Cash flows from financing activities
Proceeds from issuance of convertible preferred stock	5,025,515
LOC warrant
Supplemental schedule of non-cash financing and investing activities
Issuance of warrants	71,079
Reclassification of warrants from liability to equity	71,079
Bridge Note Warrants
Supplemental schedule of non-cash financing and investing activities
Reclassification of warrants from liability to equity	4,259,327
Series 1 warrants
Cash flows from financing activities
Proceeds from Issuance of Warrants	1,750,001
Supplemental schedule of non-cash financing and investing activities
Deemed dividend	522,143
Series 1 warrants \| Private Investment in Public Entities July 2019
Cash flows from financing activities
Proceeds from Issuance of Warrants	5,025,515
Series 1 Warrants via Put option Oct 2019
Cash flows from financing activities
Proceeds from Issuance of Warrants	1,750,001
Pre-funded Warrants \| Private Investment In Public Entities November 2019 Offering [Member]
Cash flows from financing activities
Proceeds from issuance of common stock	64,503
Common Stock To Oasis Put Exercise
Cash flows from financing activities
Proceeds from issuance of common stock	2,612,756
Common Stock To Oasis Registered Offering
Cash flows from financing activities
Proceeds from issuance of common stock	266,266
Series B convertible preferred stock
Cash flows from financing activities
Payment of underwriting discounts, commissions and other associated offering costs	(875,184)
Supplemental schedule of non-cash financing and investing activities
Deemed dividend	4,239,870
Common stock issued upon conversion of Series B convertible preferred stock	2,128,317
Series A convertible preferred stock
Supplemental schedule of non-cash financing and investing activities
Accretion to redemption value of Series A contingently redeemable convertible preferred stock	(894,490)
Series A convertible preferred stock \| September 2018 L2 convertible note payable
Supplemental schedule of non-cash financing and investing activities
Issuance of warrants		118,148
Series A convertible preferred stock \| Series 1 warrants
Supplemental schedule of non-cash financing and investing activities
Deemed dividend		$ 995,000
Series B-2 convertible preferred stock \| Pre-funded Warrants \| Private Investment In Public Entities November 2019 Offering [Member]
Cash flows from financing activities
Proceeds from issuance of convertible preferred stock	1,777,778
Class A units
Cash flows from financing activities
Payment of underwriting discounts, commissions and other associated offering costs	(875,122)
Class B units
Cash flows from financing activities
Payment of underwriting discounts, commissions and other associated offering costs	(1,635,183)
Class B units \| Private Investment in Public Entities July 2019
Cash flows from financing activities
Proceeds from the issuance of convertible preferred stock, March 2018	$ (4,239,870)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash and Restricted Cash:
Cash	$ 3,495,431	$ 2,568,191
Restricted cash	387,947
Total cash and restricted cash	$ 3,883,378	$ 2,568,191	$ 759,867

Organization and Business	12 Months Ended
Organization and Business	Dec. 31, 2019
Organization and Business
Organization and Business	Jaguar Health, Inc. Notes to Financial Statements 1. Organization and Business Jaguar Health, Inc. (“Jaguar” or the “Company”), formerly known as Jaguar Animal Health, Inc., was incorporated on June 6, 2013 (inception) in Delaware. The Company was a majority-owned subsidiary of Napo Pharmaceuticals, Inc. (“Napo” or the “Former Parent”) until the close of the Company's initial public offering on May 18, 2015. The Company was formed to develop and commercialize first-in-class gastrointestinal products for companion and production animals and horses. The Company's first commercial product, Neonorm Calf, was launched in 2014 and Neonorm Foal was launched in the first quarter of 2016. The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding in order to timely complete the development and commercialization of products. On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger dated March 31, 2017 by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo's representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as our wholly-owned subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from “Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly-owned subsidiary of Jaguar focused on human health and the ongoing commercialization of Mytesi, a Napo drug product approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. The Company manages its operations through two segments—human health and animal health and is headquartered in San Francisco, California. Nasdaq Communication and Compliance On December 30, 2019, the Company received written notice from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2). Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180 calendar day grace period, or until June 29, 2020, to regain compliance with the minimum bid price requirement. The continued listing standard will be met if the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace period. In order for Nasdaq to consider granting the Company additional time beyond June 29, 2020, the Company would be required, among other things, to meet the continued listing requirement for market value of publicly held shares as well as all other standards for initial listing on Nasdaq, with the exception of the minimum bid price requirement. If measured today, the Company would qualify for Nasdaq’s consideration of an extension because the Company currently has stockholders’ equity of at least $5 million. In the event the Company does not regain compliance with the $1.00 bid price requirement by June 29, 2020, eligibility for Nasdaq’s consideration of a second 180 day grace period would be determined on the Company’s compliance with the above referenced criteria on June 29, 2020. The Company is diligently working to evidence compliance with the minimum bid price requirement for continued listing on Nasdaq; however, there can be no assurance that the Company will be able to regain compliance or that Nasdaq will grant the Company a further extension of time to regain compliance, if necessary. If the Company fails to regain compliance with the Nasdaq continued listing standards, its common stock will be subject to delisting from Nasdaq. Reverse stock-splits On May 29, 2018, the Company filed the Certificate of Second Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-15 reverse stock split of the Company’s issued and outstanding shares of voting common stock, effective June 1, 2018. The reverse split has been retrospectively reflected in all voting common stock, warrants, and common stock option shares disclosed in these condensed consolidated financial statements. The non-voting common stock and the convertible preferred stock were excluded from the reverse split. On June 3, 2019, the Company filed the Certificate of Fifth Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-70 reverse stock split of the Company’s issued and outstanding shares of voting common stock, effective June 7, 2019. The reverse split has been retrospectively reflected in all voting common stock, warrants, and common stock option shares disclosed in these condensed consolidated financial statements. The non-voting common stock and the convertible preferred stock were excluded from the reverse split. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $133.0 million as of December 31, 2019. The Company expects to incur substantial losses and negative cash flows in future periods. Further, the Company’s future operations are dependent on the success of the Company’s ongoing development and commercialization efforts, as well as the securing of additional financing and generating positive cash flows from operations. There is no assurance that the Company will have adequate cash balances to maintain its operations. In addition, as a result of the recent outbreak of novel COVID-19 (see Note 15), the Company may experience disruptions in the fiscal year 2020 and beyond that could severely impact its supply chain, ongoing and future clinical trials and commercialization of Mytesi. Although the Company plans to finance its operations and cash flow needs through equity and/or debt financing, collaboration arrangements with other entities, license royalty agreements, as well as revenue from future product sales, the Company does not believe its current cash balances are sufficient to fund its operating plan through one year from the issuance of these consolidated financial statements. The Company has an immediate need to raise cash. There can be no assurance that additional funding will be available to the Company on acceptable terms, or on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs. If the Company is unable to obtain an adequate level of financing needed for short-term operations and the long-term development and commercialization of its products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the Company's ability to execute on its business plan; accordingly, there is substantial doubt about the ability of the Company to continue in existence as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Potential Impact of the COVID-19 As a result of the recent outbreak of novel COVID-19, we may experience disruptions that could severely impact our supply chain, ongoing and future clinical trials and commercialization of Mytesi. It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels. We do not yet know the full extent of any impact on its business or operations. We will continue to monitor the COVID-19 situation closely, and intend to follow health and safety guidelines as they evolve.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with US GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are valuation of stock options; valuation of warrant liabilities; valuation of derivative liability, impairment testing of goodwill, acquired in-process research and development (“IPR&D"), and long-lived assets; useful lives for depreciation and amortization; valuation adjustments for excess and obsolete inventory; allowance for doubtful accounts; deferred taxes and valuation allowances on deferred tax assets; evaluation and measurement of contingencies; and recognition of revenue, including estimates for product returns. Those estimates could change, and as a result, actual results could differ materially from those estimates.

Cash and Restricted Cash

Our cash on deposit may exceed United States federally insured limits at certain times during the year. We maintain cash accounts with certain major financial institutions in the United States. Restricted cash represents cash not available to us for immediate and general use.

Concentrations

Cash is the financial instrument that potentially subjects the Company to a concentration of credit risk as cash is deposited with a bank and cash balances are generally in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

For the year ended December 31, 2019, substantially all of the Company’s revenue was derived from the sale of Mytesi. In looking at sales by the Company to distributors whose net revenue percentage of total net revenue was equal to or greater than 10%, for the fiscal year 2019 the Company earned Mytesi revenue primarily from one major pharmaceutical distributor located in the United States, whereas in the fiscal year 2018 it was primarily from three major pharmaceutical distributors in the United States. Revenue earned from each as a percentage of total net revenue follows:


Consolidated (percentage of total net sales)	Year Ended
	December 31,
	2019		2018
Customer 1	91	%	32	%
Customer 2	—	%	31	%
Customer 3	—	%	26	%
	91	%	89	%

The Company is subject to credit risk from its accounts receivable related to its sales. The Company generally does not perform evaluations of customers' financial condition and generally does not require collateral. The Company's significant pharmaceutical distributors and their related accounts receivable balance as a percentage of total accounts receivable were as follows:


	December 31,		December 31,
	2019		2018
Customer 1	99	%	34	%
Customer 2	—	%	31	%
Customer 3	—	%	21	%

No other customer represented more than 10% of the Company's accounts receivable balances as of those dates.

The Company is subject to credit risk from its inventory suppliers. The Company sources drug substance from a single supplier and drug product from a single supplier.

Fair Values

The Company’s financial instruments include accounts receivable, accounts payable, accrued expenses, warrant liabilities, derivative assets and liabilities, equity-linked financial instruments and debt. The recorded carrying amount of accounts receivable, accounts payable and accrued expenses reflect their fair value due to their short-term nature. The carrying value of the interest-bearing debt approximates fair value based upon the borrowing rates currently available to the Company for bank loans with similar terms and maturities. See Note 3 for the fair value measurements.

Inventory

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The Company calculates inventory valuation adjustments when conditions indicate that net realizable value is less than cost due to physical deterioration, usage, obsolescence, reductions in estimated future demand or reduction in selling price. Inventory write-downs are measured as the difference between the cost of inventory and net realizable value.

Property and Equipment

Land is stated at cost, reflecting fair value of the property at July 31, 2017, the date of the Napo merger. Equipment is stated at cost, net of accumulated depreciation. Equipment begins to be depreciated when it is placed into service. Depreciation is calculated using the straight-line method over estimated useful lives ranging between 3 to 10 years.

Expenditures for repairs and maintenance of assets are charged to expense as incurred. Costs of major additions and betterments are capitalized and depreciated on a straight-line basis over their estimated useful lives. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations.

Long-Lived Assets

The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives.

Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited, and are reviewed when appropriate for possible impairment.

Goodwill and Indefinite-lived Intangible Assets

Goodwill is tested for impairment on an annual basis and in between annual tests if events or circumstances indicate that an impairment loss may have occurred. The test is based on a comparison of the reporting unit's book value to its estimated fair market value. The Company performs the annual impairment test during the fourth quarter of each fiscal year using the opening consolidated balance sheet as of the first day of the fourth quarter, with any resulting impairment recorded in the fourth quarter of the fiscal year. The Company first recorded goodwill upon the June 2017 Napo Merger, with the goodwill being entirely allocated to the human health reporting unit. The Company recorded an impairment of goodwill of zero and $5.2 million in the fiscal years ending December 31, 2019 and 2018, respectively.

Acquired in-process research and development (“IPR&D”) are intangible assets acquired in the July 2017 Napo merger. Under ASC 805, IPR&D are initially recognized at fair value and classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. During the development period, these assets will not be amortized as charges to earnings; instead these assets will be tested for impairment on an annual basis or more frequently if impairment indicators are identified. An impairment loss is measured based on the excess of the carrying amount over the asset’s fair value. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment. The Company recorded an impairment of $4,000,000 and zero in the fiscal years ending December 31, 2019 and 2018, respectively.

Leases

ASC 842, ‘Leases,” requires lessees to recognize right-of-use assets and lease liabilities for all leases with a term greater than 12 months regardless of their classification on the balance sheet and to provide expanded disclosures about leasing arrangements. The Company adopted ASC 842 on January 1, 2019, using the optional transition method with no restatements of comparative periods. There was no effect on the Company’s accumulated deficit upon adoption.

The Company elected to adopt the package of practical expedients to (i) not reassess whether expired or existing contracts are or contain leases, (ii) not reassess the lease classification for any expired or existing leases and (iii) not reassess the accounting for initial direct costs.

The adoption of the new leases standard resulted in the following adjustments to the consolidated balance sheet as of January 1, 2019:


	December 31, 2018		Adoption Impact		January 1, 2019
Operating lease right-of-use assets	$	—	$	1,111,214	$	1,111,214
Operating leases liabilities, current portion		—		336,647		336,647
Operating leases liabilities, long term		—		394,703		394,703
Deferred rent		379,864		(379,864)		—

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. Because the interest rate implicit in lease contracts is typically not readily determinable, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

Operating Lease

The Company has a non-cancelable operating lease with CA-Mission Street Limited Partnership for its offices in San Francisco, California, through September 30, 2020. The lease agreement calls for monthly base rents between $38,392 and $40,730 over the term of the lease.

Prior to the Company’s adoption of ASC 842 on January 1, 2019, the Company recorded lease expense for its operating leases in accordance with ASC 840.

Research and Development Expense

Research and development expense consists of expenses incurred in performing research and development activities including related salaries, clinical trial and related drug and non-drug product costs, contract services and other outside service expenses. Research and development expense is charged to operating expense in the period incurred.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which was adopted on January 1, 2018, using the modified retrospective method, which was elected to apply to all active contracts as of the adoption date. Application of the modified retrospective method did not impact amounts previously reported by the Company, nor did it require a cumulative effect adjustment upon adoption, as the Company's method of recognizing revenue under ASC 606 yielded similar results to the method utilized immediately prior to adoption. Accordingly, there was no effect to each financial statement line item as a result of applying the new revenue standard.

Practical Expedients, Elections, and Exemptions

The Company recognizes revenue in accordance with the core principle of ASC 606 or when there is a transfer of control of promised goods or services to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services.

The Company used a practical expedient available under ASC 606‑10‑65‑1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations.

The Company also used a practical expedient available under ASC 606‑10‑32‑18 that permits it to not adjust the amount of consideration for the effects of a significant financing component if, at contract inception, the expected period between the transfer of promised goods or services and customer payment is one year or less.

The Company has elected to treat shipping and handling activities as fulfillment costs.

Additionally, the Company elected to record revenue net of sales and other similar taxes.

Contracts

Effective January 16, 2019, Napo Pharmaceuticals, Inc. engaged Cardinal Health as its exclusive third-party logistics distribution agent for commercial sales for the Company’s Mytesi product and to perform certain other services which include, without limitation, storage, distribution, returns, customer support, financial support, Electronic Data Interchange (“EDI”) and system access support (the “Exclusive Distribution Agreement”).

In addition to the terms and conditions of the Exclusive Distribution Agreement, Cardinal Health’s purchase of products, and assumption of title therein, is set forth in the Title Model Addendum. The Title Model Addendum states that upon receipt of product at the 3PL Facility (Cardinal Health in La Vergne, Tennessee) from the Company, title and risk of loss for the Mytesi product purchased by Cardinal Health (excluding consigned inventory) shall pass to Cardinal Health, and title and risk of loss for consigned inventory shall remain with the Company until purchased by Cardinal Health in accordance with the Title Model Addendum. Napo Pharmaceuticals, Inc. considers Cardinal Health the Company’s exclusive customer for Mytesi products per the Exclusive Distribution Agreement.

Jaguar's Neonorm and botanical extract products are primarily sold to distributors, who then sell the products to the end customers. Since 2014, the Company has entered into several distribution agreements with established distributors such as Animart, Vedco, VPI, RJ Matthews, Covetrus, and Stockmen Supply to distribute the Company's products in the United States, Japan, and China. The distribution agreements and the related purchase order together meet the contract existence criteria under ASC 606‑10‑25‑1. Jaguar sells directly to its customers without the use of an agent.

Performance obligations

For animal products sold by Jaguar, the single performance obligation identified above is the Company’s promise to transfer the Company’s animal products to distributors based on specified payment and shipping terms in the arrangement. Product warranties are assurance type warranties that do not represent a performance obligation. For the Company’s human product, Mytesi, which is sold by Napo Pharmaceuticals Inc., the single performance obligation identified above is the Company’s promise to transfer Mytesi to Cardinal Health, the Company’s exclusive distributor for the product, based on specified payment and shipping terms as outlined in the Exclusive Distribution Agreement. The product warranties are assurance type warranties that do not represent a performance obligation.

Transaction price

For both Jaguar and Napo, the transaction price is the amount of consideration to which the Company expects to collect in exchange for transferring promised goods or services to a customer. The transaction price of Mytesi and Neonorm is the Wholesaler Acquisition Cost (“WAC”), net of discounts, returns, and price adjustments.

Allocate transaction price

For both Napo and Jaguar, the entire transaction price is allocated to the single performance obligation contained in each contract.

Point in time recognition

For both Napo and Jaguar, a single performance obligation is satisfied at a point in time, upon the free on board (“FOB”) terms of each contract when control, including title and all risks, has transferred to the customer.

Disaggregation of Product Revenue

Human

Sales of Mytesi are recognized as revenue when the products are delivered to the wholesaler. Revenues from the sale of Mytesi were $5,673,068 and $4,121,913 for the years ended December 31, 2019 and 2018, respectively.

Animal

The Company recognized Neonorm revenues of $102,189 and $294,232 for the years ended December 31, 2019 and 2018, respectively. Revenues are recognized upon shipment, which is when title and control is transferred to the buyer. Sales of Neonorm Calf and Foal to distributors are made under agreements that may provide distributor price adjustments and rights of return under certain circumstances.

Collaboration Revenue

On January 27, 2017, the Company entered into a licensing, development, co-promotion and commercialization agreement with Elanco US Inc. (“Elanco”) to license, develop and commercialize Canalevia, the Company's drug product candidate under investigation for treatment of acute and chemotherapy-induced diarrhea in dogs, and other drug product formulations of crofelemer for treatment of gastrointestinal diseases, conditions and symptoms in cats and other companion animals. On November 1, 2017, the Company received a letter from Elanco serving as formal notice of their decision to terminate the agreement by giving the Company 90 days written notice. According to the agreement, termination became effective on January 30, 2018. Under the terms of the agreement, the Company received revenue of $177,389 in the year ended December 31, 2018.

On September 24, 2018, the Company entered into a Distribution, License and Supply Agreement (“License Agreement”) with Knight Therapeutics ("Knight"). The License Agreement has a term of 15 years (with automatic renewals) and provides Knight with an exclusive right to commercialize current and future Jaguar human health products (including Crofelemer, Lechlemer, and any product containing a proanthocyanidin or with an anti-secretory mechanism) in Canada and Israel. In addition, Knight was granted a right of first negotiation for expansion to Latin America. Under the License Agreement, Knight is responsible for applying for and obtaining necessary regulatory approvals in the territory of Canada and Israel, as well as marketing, sales and distribution of the licensed products. Knight will pay a transfer price for all licensed products, and upon achievement of certain regulatory and sales milestones, Jaguar may receive payments from Knight in an aggregate amount of up to approximately $18 million payable throughout the initial 15-year term of the agreement. The Company did not have any license revenues in the years ended December 31, 2019 and 2018.

Modifications to equity-classified instruments

In September 2019, the Company modified its equity-classified Series 1 Warrants (see Note 8). It is the Company’s policy to determine the impact of modifications to equity-classified warrants by analogy to the share-based compensation guidance of ASC 718, Compensation - Stock Compensation (“ASC 718”). The model for a modified share-based payment award that is classified as equity and remains classified in equity after the modification is addressed in ASC 718-20-35-3. Pursuant to that guidance, the incremental fair value from the modification is recognized as an expense in the income statement to the extent the modified instrument has a higher fair value. The Company uses a similar model for measuring the effects of a modification to equity-classified warrants; however, in contrast to the ASC 718 model, the measured increase in fair value may be more appropriately recorded as a deemed dividend, depending upon the nature of the warrant modification.

For amendments to preferred stock, it is the Company’s policy to measure the impact by analogy to ASC 470 in determining if such an amendment is an extinguishment or a modification. If the amendment results in an extinguishment, the Company follows the SEC staff guidance in ASC 260-10-S99-2. If the amendment results in a modification, the Company follows the model in either ASC 718 or ASC 470, depending on the nature of the amendment.

Stock-Based Compensation

The Company's 2014 Stock Incentive Plan (see Note 11) provides for the grant of stock options, restricted stock and restricted stock unit awards.

The Company measures stock awards granted to employees, non-employees and directors at fair value on the date of grant and recognizes the corresponding compensation expense of the awards, net of estimated forfeitures, over the requisite service periods, which correspond to the vesting periods of the awards. The Company issues stock awards with only service-based vesting conditions, and records compensation expense for these awards using the straight-line method.

The Company uses the grant date fair market value of its common stock to value both employee and non-employee options when granted. The Company revalued non-employee options each reporting period using the fair market value of the Company's common stock as of the last day of each reporting period. Begining in 2019, all stock-based compensation payments, to employees and non-employees, are measured with an estimate of the fair market value at the grant date.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Comprehensive Loss

For all periods presented, the comprehensive loss was equal to the net loss; therefore, a separate statement of comprehensive loss is not included in the accompanying consolidated financial statements.

Basic and Diluted Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted-average number of common shares, including potential dilutive shares of common stock assuming the dilutive effect of potential dilutive securities. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, because their impact would be anti-dilutive to the calculation of net loss per common share. Diluted net loss per common share is the same as basic net loss per common share for the years ended December 31, 2019 and 2018.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The standard also removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The pronouncement is effective for the Company beginning January 1, 2021 with early adoption permitted. The Company is still evaluating the impact of the adoption of this standard.

In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments specify 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 amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. The amendments in ASU 2018-07 are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company adopted this standard on January 1, 2019, and this standard did not have a material impact on the Company’s financial position, results of operations or disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for the Company in the first quarter of 2020. Early adoption is permitted. ASU 2018-15 permits either a prospective or retrospective transition approach. The Company is currently evaluating ASU 2018-15 to determine the impact to its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). The new guidance modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for the Company beginning in the first quarter of 2020 and must be adopted on a modified retrospective basis, with certain exceptions. Early adoption is permitted. The Company does not expect ASU 2018-13 to have a significant impact to its consolidated financial statements and related disclosures.

Fair Value Measurements

12 Months Ended

Dec. 31, 2019

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

ASC 820 "Fair Value Measurements," defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model‑derived valuations whose significant inputs are observable.

Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions.

The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis as of December 31, 2019 and 2018:


	December 31, 2019
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	3,492	$	3,492
Total fair value	$	—	$	—	$	3,492	$	3,492


	December 31, 2018
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	220,376	$	220,376
Total fair value	$	—	$	—	$	220,376	$	220,376

The change in the estimated fair value of Level 3 liabilities and assets is summarized below:


	For the year ended
	December 31, 2019
	Warrant		Derivative
	Liability		Asset

Beginning fair value of Level 3 liability	$	220,376	$	—
Additions		5,122,924		136,484
Reclassification to equity		(4,330,406)		—
Change in fair value		(1,009,402)		(136,484)
Ending fair value of Level 3 liability	$	3,492	$	—

Warrant Liability

The warrants associated with the Level 3 warrant liability activity for the year ended December 31, 2019 were the November 2016 Series A warrants, the October 2018 Underwriter warrants, the March 2019 LOC warrants and the Bridge warrants, which at December 31, 2019 were valued at $10, $3,482, zero and zero, respectively in the Company’s consolidated balance sheet. At December 31, 2018, the warrants associated with the Level 3 warrant liability were the November 2016 Series A Warrants and the October 2018 Underwriter Warrants, which were valued at $7,388 and $212,988, respectively in the Company’s consolidated balance sheet.

The Series A Warrants

The Series A warrant valuation of $10 at December 31, 2019 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.65, a strike price of $787.50 per share, an expected term of 2.41 years, volatility of 143.41% and a risk-free discount rate of 1.62%. The Series A warrant valuation of $7,388 at December 31, 2018 was computed using the Black-Scholes-Merton pricing model using a stock price of $16.10, a strike price of $787.50 per share, an expected term of 3.41 years, volatility of 135.63% and a risk-free discount rate of 2.46%. The net change in the fair value of the warrants of $7,378 for the year-ended December 31, 2019 was recorded as a gain in the change in fair value of financial instruments in the consolidated statement of operations

The October 2018 Underwriter Warrants

The October 2018 Underwriter Warrants valuation of $3,482 at December 31, 2019 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.65, a strike price of $52.50 per share, an expected term of 3.76 years, volatility of 143.41% and a risk-free discount rate of 1.69%. The October 2018 Underwriter Warrants valuation of $212,988 at December 31, 2018 was computed using the Black-Scholes-Merton pricing model using a stock price of $16.10, a strike price of $52.50 per share, an expected term of 4.76 years, volatility of 135.63% and a risk-free discount rate of 2.51%. The net change in the fair value of the warrants of $209,506 for twelve months ended December 31, 2019 ws recorded as a gain in the change in fair value of financial instruments in the consolidated statement of operations.

March 2019 LOC Warrants

The March 2019 LOC Warrants (see Note 8) were issued on March 29, 2019 with a valuation at issuance and at March 31, 2019 of $116,297, computed using the Black-Scholes-Merton pricing model using a stock price of $19.60, a strike price of $17.50 per share, an expected term of 5.0 years, volatility of 145.72% and a risk-free discount rate of 2.23%. On July 23, 2019, at which date the exercise price of the March 2019 LOC warrants became fixed, the March 2019 LOC warrants were reclassified from liability classification to equity classification. Immediately prior to reclassification to equity, the March 2019 LOC Warrant liability was valued at $71,079 using the Black-Scholes-Merton pricing model, calculated using a stock price of $1.73, a strike price of $2.00, an expected term of 5.00 years, volatility of 147.43% and a risk-free discount rate of 1.83%. The net change in the fair value of the warrants of $45,218 for the year ended December 31, 2019, was recorded as a gain in the change in fair value of financial instruments in the consolidated statement of operations.

2019 Bridge Warrants

The 2019 Bridge Warrants were issued between March and June 2019, concurrent to the Company entering into short term Promissory Notes of $5,050,000 (see Note 7). The Company issued (i) fourteen Notes with a principal balance of $3,550,000 and warrant coverage at 125% of principal, and (ii) seven Notes with a principal balance of $1,500,000 and warrant coverage at 75% of principal. At issuance, the exercise price of the warrants was either (i) the price the Company issued common shares in its next public offering subject to a registration statement or (ii) if no such offering were consummated by the four month maturity date of the Promissory Notes, then the exercise price would be equal to the closing price of the Company’s common stock on the Notes four-month maturity date. The warrants for all twenty-one Bridge Notes had a collective issuance date fair value of $5,005,742, computed using the Black-Scholes-Merton pricing model using a range of stock prices between $4.84 and $32.90, a range of strike prices between $4.84 and $32.90 per share, an expected term of 5.0 years, a range of volatilities between 145.60% and 145.72%, and a range of risk-free discount rates between 1.76% and 2.23%. At issuance, all twenty-one warrants were liability classified. On July 23, 2019, upon the Company’s filing of a registration statement, the exercise price for all twenty-one warrants became fixed at $2.00, at which point the Bridge warrants were reclassified from liability classification to equity classification. Immediately prior to reclassification, the liability for all twenty-one Bridge Warrants had a collective fair value of $4,259,327, calculated using the Black-Scholes-Merton pricing model using a stock price of $1.73, a strike price of $2.00 per share, an average expected term of 4.80 years, volatility of 145.84% and a risk-free discount rate of 1.76%. The net change in the fair value of the warrants of $746,415 for the twelve months ended December 31, 2019, was recorded as a gain in the change in fair value of financial instruments in the consolidated statements of operations.

Derivative Asset

The derivative asset classified as a Level 3 asset represents a freestanding purchased put option associated with a Warrant Exercise Agreement entered into between the Company and a Series 1 warrant holder (see Note 8) in October 2019. Under the agreement, the Company had the right (a purchased put option) to require the warrant holder to exercise its Series 1 warrants so as to allow the Company to monetize the warrants. The derivative asset was initially valued at $136,484 using the Black-Scholes-Merton pricing model, calculated using a stock price of $1.04, a strike price of $1.04, an expected term of one month, volatility of 144.27% and a risk-free discount rate of 1.75%. Shortly after entering into the agreement, the Company exercised the put option in October 2019, whereupon the Series 1 warrant holder was required to exercise 1,250,000 Series 1 warrants, with the Company receiving gross proceeds of $1,750,001; and in consideration of the warrant exercise, the Company issued 63 shares of Series B-1 Convertible Preferred Stock (see Note 9) to the Series 1 warrant holder.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2019
Related Party Transactions
Related Party Transactions	4. Related Party Transactions Management Services Agreement In March 2018, concurrent with the issuance of the Company’s Series A convertible participating preferred stock to Sagard Capital Partners, the Company entered into a Management Services Agreement with Sagard Capital Partners. Under the agreement, Sagard Partners will provide consulting and management advisory service to the Company from March 2018 through March 2021. These services include assistance with strategic planning regarding the Company’s commercial strategy, research and due diligence regarding human resource activities, and strategic advice in financial matters. In consideration for such services, the Company will pay Sagard Capital Partners an annual fee of $450,000, with total fees over the term of the agreement not to exceed $1,350,000. For the year ended December 31, 2019, total fees incurred were $438,904. As of December 31, 2019, the Company has a balance due of $787,500. Consent and Waiver Fee In May 2019, the Company paid Sagard Capital Partners a consent and waiver fee of $250,000 to receive permission grant security interest in substantially all of the Company’s assets for the Company’s obligations under the restructuring the Napo December 2016 and Napo July 2017 Notes (see Note 7). Letter of Credit In August 2018, to satisfy a letter of credit requirement in the Company’s office lease agreement (see Note 5), Pacific Capital Management, LLC, one of the Company’s existing shareholders, caused its financial institution to issue a letter of credit in the amount of $475,000 on behalf of the Company. In consideration of the letter of credit, in August 2018, the Company issued to Capital Management, LLC a warrant (see Note 8) to purchase 9,580 shares of the Company’s voting common stock. As additional consideration, a payment of $45,000 was made to Pacific Capital Management, LLC in November 2019. Corporate Officers’ Family Members On September 11, 2018, the Company issued a Convertible Promissory Note to Dr. A. Conte, who is the brother of the CEO, Lisa Conte, for cash proceeds of $100,000, representing a principal amount of $111,250 less a discount of $11,250. In October 2018, the Company paid off the entire note. As an inducement to enter into the respective Note Purchase Agreement, Dr. Conte received a five- year Warrant to purchase 484 shares of Common Stock (Investor Warrant). The exercise price for the Investor Warrant is $86.10 per share. 2019 Bridge Notes Between March 18, 2019 and June 26, 2019, three members of the Board of Directors of the Company entered into short-term Promissory Note Purchase Agreements (see Note 7, the “2019 Bridge Notes”) with the Company: (i) Lisa Conte, the Company’s CEO & President, purchased a short-term Promissory Note of $100,000 which the Company settled in July 2019. In consideration for the short-term financing, the Company issued Ms. Conte a warrant that became exercisable into 37,500 shares of the Company’s common stock; (ii) James Bochnowski, purchased a short-term Promissory Note of $350,000 which the Company settled in July 2019. In consideration for the short-term financing, the Company issued Mr. Bochnowski a warrant that became exercisable into 218,750 shares of the Company’s common stock; and (iii) Jonathan Siegel DBA JBS Healthcare Ventures, purchased a short-term Promissory Note of $75,000 which the Company settled in July 2019. In consideration for the short-term financing, the Company issued Mr. Siegel a warrant that became exercisable into 34,375 shares of the Company’s common stock. In addition, Sagard Capital Partners purchased a short-term Promissory Note of $500,000, which the Company settled in July 2019. In consideration for the short-term financing, the Company issued Sagard Capital Partners a warrant that became exercisable into 187,500 shares of the Company’s common stock; and Jonathan Glaser, an existing shareholder, purchased short-term Promissory Notes of $500,000 which the Company settled in July 2019. In consideration for the short-term financing, the Company issued Mr. Glaser warrants that became exercisable into 250,000 shares of the Company’s common stock.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2019
Commitments and Contingencies
Commitments and Contingencies	5. Commitments and Contingencies Leases On August 28, 2018, the Company entered into an office lease extension agreement for approximately 6,311 square feet of office space in San Francisco, CA. The term of the Lease began on September 1, 2018 and will expire on September 30, 2020, unless earlier terminated in accordance therewith. The monthly base rent under the Lease is as follows: $38,392 for the first twelve months, $39,544 for the subsequent twelve months, and $40,730 for the final month. The Company will also pay an additional monthly amount for the Company’s proportionate share of the building’s operating charges. An existing shareholder provided a standby letter of credit in the amount of $475,000 to the Lessor as collateral for the full performance by the Company of all of its obligations under the Lease. In consideration of the Letter of Credit, the Company issued the shareholder a five-year warrant (see Note 8) to purchase 9,580 shares of the Company’s voting common stock. The $493,688 fair value of the Warrant was classified in stockholders’ equity with an offset to deferred rent. With the Company’s adoption of ASC 842 on January 1, 2019, the offset to deferred balance was classified as a right-of-use asset. Each month, $19,748 of this rent will be recognized as non-cash lease expense. In December 2018, the Company did not meet a covenant per the terms of the $475,000 Letter of Credit, the result of which required the Company to issue a Letter of Credit of $122,000 to the shareholder who issued the original $475,000 letter of credit. In March 2019, the Company canceled the $122,000 letter of credit in lieu of issuing the shareholder a promissory note for that amount in April 2019, as well as issuing the shareholder a warrant (see Note 8). The Company recognizes rent expense on a straight-line basis over the non-cancelable lease period. Rent expense was $745,150 and $475,305 for the years ended December 31, 2019 and 2018, respectively. Rent expense is included in general and administrative expenses in the consolidated statements of operations. Future minimum lease payments under the non-cancelable operating leases as of December 31, 2019, and through to the end of the lease in September 2020 are $357,079. Angel Pond Agreement In October 2019, the Company engaged Angel Pond Capital LLC to explore potential licensing agreements and collaborations for Mytesi in China. In consideration of these services, the Company compensated Angel Pond Capital LLC with $140,000, paid via the issuance of 166,667 shares of the Company’s common stock, for the initial four-month term of the agreement. The Company has the option to extend the agreement term for two months for $30,000 payable in shares of the Company’s common stock. If a definitive commercial agreement is executed by the Company with an entity that does all or substantially all of its business in China and one with whom Angel Pond Capital LLC has had substantial contact on the Company’s behalf prior to the expiration or termination of this Agreement, Angel Pond Capital LLC will be paid compensation equal to 6% (6.5% for certain engaged entities) of the amounts received by the Company from such engaged entity in the form of upfront licensing fees and regulatory milestone payments pursuant to such Definitive Commercial Agreement. The Company will pay to Angel Pond Capital LLC sales milestone payments equal to $300,000 after the first $50,000,000 of “Net Sales” (as defined in a Definitive Commercial Agreement) has been achieved in China by an engaged entity, and $300,000 after each and every additional $50,000,000 in cumulative net sales in China by such engaged entity; provided, however, such milestone payments will be capped at 6% of the cumulative sales royalty payments received by the Company from such engaged entity. If Angel Pond Capital LLC is able to raise equity capital for the Company from an engaged entity prior to the expiration or termination of the Agreement, Angel Pond Capital LLC will receive compensation equal to 6% of the total dollar amount raised. If Angel Pond Capital LLC is instrumental in arranging for the sale of the Company to an engaged entity prior to the expiration or termination of the Agreement, then Angel Pond Capital LLC will be compensated determinant upon any such sale price. Asset transfer and transition commitment update On September 25, 2017, Napo entered into the Termination, Asset Transfer and Transition Agreement dated September 22, 2017 with Glenmark Pharmaceuticals Ltd. (“Glenmark”). As a result of the agreement, Napo now controls commercial rights for Mytesi for all indications, territories and patient populations globally, and also holds commercial rights to the existing regulatory approvals for crofelemer in Brazil, Ecuador, Zimbabwe and Botswana. In exchange, Napo agrees to pay Glenmark 25% of any payment it receives from a third party to whom Napo grants a license or sublicense or with whom Napo partners in respect of, or sells or otherwise transfers any of the transferred assets, subject to certain exclusions, until Glenmark has received a total of $7.0 million. No payments have been made to date. Revenue sharing commitment update On December 14, 2017, the Company announced its entry into a collaboration agreement with Seed Mena Businessmen Services LLC (“SEED”) for Equilevia™, the Company's non-prescription, personalized, premium product for total gut health in equine athletes. According to the terms of the Agreement, the Company will pay SEED 15% of total revenue generated from any clients or partners introduced to the Company by SEED in the form of fees, commissions, payments or revenue received by the Company or its business associates or partners, and the agreed-upon revenue percentage increases to 20% after the first million dollars of revenue. In return, SEED will provide the Company access to its existing United Arab Emirates (“UAE”) network and contacts and assist the Company with any legal or financial requirements. The agreement became effective on December 13, 2017 and will continue indefinitely until terminated by either party pursuant to the terms of the Agreement. Upon termination for any reason, the Company remained obligated to make Revenue Sharing Payments to SEED until the end of 2018. No payments have been made to date. Legal Proceedings On July 20, 2017, a putative class action complaint was filed in the United States District Court, Northern District of California, Civil Action No. 3:17‑cv‑04102, by Tony Plant (the “Plaintiff”) on behalf of shareholders of the Company who held shares on April 12, 2017 and were entitled to vote at the 2017 Special Shareholders Meeting, against the Company and certain individuals who were directors as of the date of the vote (collectively, the “Defendants”), in a matter captioned Tony Plant v. Jaguar Animal Health, Inc., et al., making claims arising under Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a‑9, 17 C.F.R. § 240.14a‑9, promulgated thereunder by the SEC. The claims alleged false and misleading information provided to investors in the Joint Proxy Statement/Prospectus on Form S‑4 (File No. 333‑217364) declared effective by the Commission on July 6, 2017 related to the solicitation of votes from shareholders to approve the merger and certain transactions related thereto. The Company accepted service of the complaint and summons on behalf of itself and the United States-based director Defendants on November 1, 2017. The Company has not accepted service on behalf of, and Plaintiff has not yet served, the non-U.S.-based director Defendants. On October 3, 2017, Plaintiff filed a motion seeking appointment as lead plaintiff and appointment of Monteverde & Associates PC as lead counsel. That motion was granted. Plaintiff filed an amended complaint against the Company and the United States based director Defendants on January 10, 2018. The Defendants filed a motion to dismiss on March 12, 2018, for which oral arguments were held on June 14, 2018. The court dismissed the amended complaint on September 20, 2018. Plaintiff was entitled to amend that complaint within 20 days from the date of dismissal. On October 10, 2018, Plaintiff filed a second amended complaint to focus on the Company’s commercial strategy in support of Equilevia and the related disclosure statements in the Form S 4 described above. On November 6, 2018, the Defendants moved to dismiss the second amended complaint. The Defendants argue in their motion that the second amended complaint fails to state a claim upon which relief can be granted because the omissions and misrepresentations alleged in the complaint are immaterial as a matter of law. The court denied the Defendants’ motion to dismiss on June 28, 2019. The Company answered the second amended complaint on August 2, 2019; the answer denied the material allegations of the second amended complaint. The parties are now engaged in discovery. If the Plaintiff were able to prove his allegations in this matter and to establish the damages he asserts, then an adverse ruling could have a material adverse impact on the Company. The Company believes that it is not probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of any potential loss is not reasonably estimable. Contingencies From time to time, the Company may be involved in legal proceedings (other than those noted above) arising in the ordinary course of business. The Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on the financial position, results of operations or cash flows.

Balance Sheet Components

12 Months Ended

Dec. 31, 2019

Balance Sheet Components

Balance Sheet Components

6. Balance Sheet Components

Inventory

Inventory at December 31, 2019 and 2018 consisted of the following:


	December 31,
	2019		2018
Raw Material	$	457,345	$	197,359
Work in Process		1,210,616		2,672,264
Finished Goods		460,725		472,554
Inventory	$	2,128,686	$	3,342,177

Property and Equipment

Property and equipment at December 31, 2019 and 2018 consisted of the following:


	December 31,
	2019		2018
Land	$	396,247	$	396,247
Lab equipment		410,522		410,522
Clinical equipment		64,870		64,870
Software		62,637		62,637
Total property and equipment at cost		934,276		934,276
Accumulated depreciation		(224,069)		(173,659)
Property and equipment, net	$	710,207	$	760,617

Depreciation and amortization expense was $50,410 and $60,886 in the years ended December 31, 2019 and 2018, respectively.

Goodwill

The change in the carrying amount of goodwill for the year ended December 31, 2019 and 2018 was as follows:



	December 31,
	2019		2018
Beginning balance	$	—	$	5,210,821
Impairment		—		(5,210,821)
Ending balance	$	—	$	—

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Concurrent with the Napo Merger in July 2017, the Company recorded goodwill of $22.0 million, which was allocated to the Human Health segment. At December 31, 2018, the Company determined that the entire remaining balance of goodwill was impaired and recorded an impairment loss of $5.2 million in the consolidated statement of operations.

Intangible assets, net

Intangible assets, net of amortization at December 31, 2019 and 2018 consist of the following:


	December 31,
	2019		2018
Developed technology	$	25,000,000	$	25,000,000
Accumulated developed technology amortization		(4,027,778)		(2,361,111)
Developed technology, net		20,972,222		22,638,889
In-process research and development		8,800,000		8,800,000
Impairment		(4,000,000)		—
In process research and development, net		4,800,000		8,800,000
Trademarks		300,000		300,000
Accumulated trademark amortization		(48,333)		(28,333)
Trademarks, net		251,667		271,667
Total intangible assets, net	$	26,023,889	$	31,710,556

In June 2019, the Company determined that in-process research and development was impaired and recorded an impairment loss of $4,000,000 in the consolidated statements of operations. Amortization expense of finite-lived intangibles was $1,686,667 and $1,686,657 for the years ended December 31, 2019 and 2018, respectively.

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2019:


	Amounts
2020	$	1,686,667
2021		1,686,667
2022		1,686,667
2023		1,686,667
2024		1,686,667
Thereafter		12,790,554
	$	21,223,889

Accrued Liabilities

Accrued liabilities at December 31, 2019 and 2018 consist of the following:


	December 31,
	2019		2018
Accrued vacation	$	272,822	$	287,326
Accrued payroll and commission		111,087		298,960
Accrued payroll tax		52,228		57,306
Accrued interest		356,778		917,482
Accrued consulting		257,492		368,862
Accrued contract manufacturing costs		386,591		106,607
Accrued legal costs		291,508		731,190
Accrued audit and tax services		188,967		96,150
Accrued other		1,004,782		2,075,558
Total	$	2,922,255	$	4,939,441

Debt

12 Months Ended

Dec. 31, 2019

Debt

Debt

7. Debt

Convertible Debt

Convertible debt at December 31, 2019 and December 31, 2018 consist of the following:


	December 31,
	2019		2018
June 2017 convertible debt	$	—	$	740,882
Napo convertible debt		—		10,553,888
		—		11,294,770
Less: unamortized debt discount and debt issuance costs		—		(55,600)
Net convertible debt obligation	$	—	$	11,239,170
Convertible debt - non-current, net of discount		—		—
Convertible debt - current, net of discount	$	—	$	11,239,170

February 2015 Convertible Debt

In February 2015, the Company issued a convertible promissory note to an accredited investor in the aggregate principal amount of $150,000. This note was issued pursuant to the convertible note purchase agreement dated December 23, 2014. In March of 2018, the debtor agreed to accept 1,937 shares of the Company’s common stock as payment for all outstanding principal and interest in the amount of $203,408.

June 2017 Convertible Debt

On June 29, 2017, the Company issued a secured convertible promissory note to Chicago Venture Partners, L.P.(“CVP”) in the aggregate principal amount of $2,155,000 less an original issue discount of $425,000 and less $30,000 to cover the lender's legal fees for net cash proceeds of $1,700,000. Interest on the outstanding balance will be paid 8% per annum from the purchase price date until the balance is paid in full.

The Note provides for two separate features that result in a derivative liability:

Repayment of mandatory default amount upon an event of default-upon the occurrence of any event of default, the lender may accelerate the Note resulting in the outstanding balance becoming immediately due and payable in cash; and

Automatic increase in the interest rate on and during an event of default-during an event of default, the interest rate will increase to the lesser of 17% per annum or the maximum rate permitted under applicable law.

The Company computed fair values at the date of issuance of $15,000 and $5,000 for the repayment and the interest rate increase feature, respectively, using the Binomial Lattice Model, which was based on the generalized binomial option pricing formula. The $20,000 combined fair value was carved out and was included as a derivative liability on the Balance Sheet. At September 30, 2018, the derivatives were determined to have a de-minimis fair value and were written-off.

On August 2, 2018, the Company and CVP agreed to an amendment extending the maturity date to August 26, 2019, and limiting the aggregate amount that CVP is permitted to redeem on a monthly basis to $500,000, which is the maximum aggregate redemption amount for all notes outstanding with CVP. This amendment resulted in the Company accounting for the transaction as a troubled debt restructuring, under which the carrying amount of the note payable remained unchanged but interest expense is computed using a new effective rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the note.

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the June 2017 Note agreement such that CVP agreed not to make any redemptions of the June 2017 Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,403 for all four CVP Notes. The standstill fee allocated to the June 2017 Note was $63,296, of which $37,296 increased the principal balance and $26,000 was paid in cash. These restructurings in whole represented four separate restructurings of the June 2017 Convertible Note agreement, resulting in two troubled debt restructurings accounted for under ASC 470-60 and two modifications accounted for under ASC 470-50. For the two modifications resulting in troubled debt restructurings, the changes were accounted for prospectively and a new effective interest rate was determined that equated the present value of the future cash payments specified by the new terms with the carrying amount of the June 2017 Note. For the two modifications that resulted in modification accounting, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the Note.

In May 2019, the Company and CVP amended the June 2017 Note agreement such that the Company made three separate exchanges of principal and related accrued interest for shares of the Company’s common stock. The first two exchanges of principal and accrued interest for common stock were not considered a substantial change to the June 2017 Note and therefore resulted in modification accounting and the determination of a new effective interest rate; the third exchange on May 29, 2019 resulted in the extinguishment of the entire June 2017 Note with a corresponding extinguishment loss of $7,566. At December 31, 2019 and December 31, 2018, the net carrying value of the June 2017 Note was zero and $685,282, respectively.

September 2018 L2 Promissory Note

On September 11, 2018, the Company entered into a Note Purchase Agreement with L2 Capital, pursuant to which the Company issued to L2 Capital a contingently convertible promissory note in the aggregate principal amount of $455,000. Net cash proceeds were $400,000, or $455,000 of principal net of a discount of $55,000. The Notes bore interest at the rate of 8% per annum with a maturity date of March 11, 2019. On October 10, 2018, the Company paid off the entire $455,000 principal balance of the Note, including the guaranteed interest and an early-redemption premium, resulting in an extinguishment loss of $190,441.

Concurrent to entering into the Note Purchase Agreement, the Company issued to L2 Capital 1,071 shares of common stock and a 5-year warrant (see Note 8) to purchase 2,649 shares of common stock.

September 2018 Conte Promissory Note

On September 11, 2018, the Company entered into a Note Purchase Agreement with an accredited investor pursuant to which the Company issued to the accredited investor a convertible promissory note in the aggregate principal amount of $111,250. Net cash proceeds received were $100,000, or $111,250 of principal less a discount of $11,250. The Notes bore interest at the rate of 8% per annum with a maturity date of March 11, 2019. On October 10, 2018, the Company paid off the entire $111,250 principal balance of the Note, including the guaranteed interest and an early redemption premium, resulting in an extinguishment loss of $27,883.

Concurrent to entering into the Note Purchase Agreement, the Company provided to the accredited investor a five-year warrant to purchase 484 shares of common stock (see Note 8).

Napo convertible Notes

March 2017 Convertible Debt

In March 2017, Napo entered into an exchangeable Note Purchase Agreement with two lenders for the funding of face amount of $1,312,500 in two $525,000 tranches of face amount $656,250. The notes bear interest at 3% and mature on December 1, 2017. The Company assumed the notes at fair value of $1,312,500 as part of the Napo Merger.

First Amendment to Note Purchase Agreement and Notes

In December 2017, Napo amended the exchangeable note purchase agreement to extend the maturity of the first tranche and second tranche of notes to February 15, 2018 and April 1, 2018, respectively, increase the principal amount by 12%, and reduce the conversion price from $39.20 per share to $14.00 per share. The Company also issued 166,139 shares of common stock to the lenders in connection with this amendment to partially redeem $299,050 from the first tranche of the notes. The amended face value of the notes was $1,170,950. This amendment resulted in the Company treating the notes as having been extinguished and replaced with new notes for accounting purposes due to meeting the 10% cash flow test. The conversion option in the notes was bifurcated and accounted for as a conversion option liability at its fair value.

Second Amendment to Note Purchase Agreement and Notes

On February 16, 2018, Napo amended the exchangeable note purchase agreement to extend the maturity date of the Second Tranche Notes from April 1, 2018 to May 1, 2018. In addition, the Company also issued 3,603 shares of Common Stock to the Purchasers as repayment of the remaining $435,950 aggregate principal amount and $18,063 in accrued and unpaid interest thereon. On March 23, 2018, the Company paid off the remaining $735,000 of principal and $20,699 in interest due on the second tranche debt in cash with proceeds from the March 23, 2018 equity financing. The fair value of the conversion option liability was again revalued at March 23, 2018 using the Black-Scholes-Merton model using the following criteria: stock price of $14.70 per share, expected life of 0.11 years, volatility of 288.16%, risk-free rate of 1.69% and dividend rate of 0%, resulting in an increase of $174,754 to the fair value of the conversion option liability and included in the change in fair value of warrants and conversion option liability in the statements of operations. The underlying debt was paid off in March of 2018 and the $286,595 conversion option liability was written off to other income in the statement of operations.

December 2016 Convertible Debt

In December 2016, Napo entered into a note purchase agreement which provided for the sale of up to $12,500,000 face amount of notes and issued convertible promissory notes (the Napo December 2016 Notes) in the aggregate face amount of $2,500,000 to three lenders and received proceeds of $2,000,000 which resulted in $500,000 of original issue discount. In July 2017, Napo issued convertible promissory notes (the Napo July 2017 Notes) in the aggregate face amount of $7,500,000 to four lenders and received proceeds of $6,000,000 which resulted in $1,500,000 of original issue discount. The Napo December 2016 Notes and the Napo July 2017 Notes mature on December 30, 2019 and bear interest at 10% with interest due each six-month period after December 30, 2016. On June 30, 2017, the accrued interest of $125,338 was added to principal of the Napo December Notes, and the new principal balance became $2,625,338. Interest may be paid in cash or in the stock of Jaguar per terms of the note purchase agreement. In each one year period beginning December 30, 2016, up to one-third of the principal and accrued interest on the notes may be converted into the common stock of the merged entity at a conversion price of $64.75 per share. The Company assumed these convertible notes at fair value of $11,161,000 as part of the Napo Merger. The $1,035,661 difference between the fair value of the notes and the principal balance was being amortized over the twenty-nine (29) month period from July 31, 2017 to December 31, 2019. Interest expense is paid every nine months through the issuance of common stock. On March 16, 2018, $534,775 of interest accrued through January 31, 2018 and $169,950 of certain legal expenses were paid through the issuance of 4,081 shares of the Company's common stock. In August 2018, the Company paid $479,808 of accrued interest through July 31, 2018 with the issuance of 4,582 shares of the Company’s common stock. In January 2019, $446,729 of accrued interest was paid through the issuance of 19,751 shares of the Company's common stock.

Extinguishment and Exchange of the Napo Convertible Notes

In May 2019, in a restructuring of the Notes, Chicago Venture Partners (“CVP”) acquired the Napo December 2016 and Napo July 2017 Notes, as well as all rights thereof, and immediately extinguished the two Notes; in their place, the Company issued to CVP a new note (“Exchange Note 1”). The collective carrying amount of the Napo December 2016 and Napo July 2017 Note immediately before the exchange was $10,375,326, or principal of $10,125,339 and unamortized premium of $249,987. The new Exchange Note 1 had an opening principal balance of $10,535,900, consisting of the $10,125,339 principal balance of the extinguished notes plus $410,562 in accrued but unpaid interest from the Napo December 2016 and Napo July 2017 Notes. At December 31, 2019 and December 31, 2018, the balance of the Napo December 2016 and Napo July 2017 Notes was zero and $10,553,888, respectively.

Concurrent with the restructuring, CVP also entered into security agreements with Jaguar (the “Jaguar Security Agreement”) and Napo (the “Napo Security Agreement”, and together with the Jaguar Security Agreement, the “Security Agreements”), pursuant to which CVP will receive (i) a security interest in substantially all of the Company’s assets as security for the Company’s obligations under Exchange Note 2 and (ii) a security interest in substantially all of Napo’s assets as security for Napo’s obligations under Exchange Note 1 and Exchange Note 2. Notwithstanding the foregoing, (a) the amount owing under Exchange Note 2 will not be considered part of the obligations secured by the Napo Security Agreement until such time as Jaguar receives permission from a third party and (b) the security interest granted under the Jaguar Security Agreement will be automatically terminated and released upon Jaguar’s receipt of a waiver from such third party.

Notes Payable

Notes Payable at December 31, 2019 and December 31, 2018 consist of the following:


	December 31,		December 31,
	2019		2018
December 2017 note payable	$	—		1,673,237
February 2018 note payable		—		2,359,750
March 2018 note payable		—		1,147,870
2019 Exchange Note 1		4,381,535		—
2019 Exchange Note 2		2,296,926		—
Tempesta Note Payable		550,000
		7,228,461		5,180,857
Less: unamortized discount and debt issuance costs		—		(335,282)
Note payable, net of discount	$	7,228,461	$	4,845,575
Notes payable - non-current, net	$	450,000	$	—
Notes payable - current, net	$	6,778,461	$	4,845,575

December 2017 Note

On December 8, 2017, the Company entered into a securities purchase agreement with CVP pursuant to which the Company issued a promissory note (the “December 2017 Note”) in the aggregate principal amount of $1,587,500 for an aggregate purchase price of $1,100,000. The December 2017 Note carries an original issue discount of $462,500, and the initial principal balance also includes $25,000 to cover CVP’s transaction expenses. The December 2017 Note bears interest at the rate of 8% per annum and matures on August 26, 2019.

On August 2, 2018, the Company and CVP amended the December 2017 Note agreement, extending the maturity date from September 8, 2018 to August 26, 2019, and limiting the aggregate amount that CVP is permitted to redeem on a monthly basis to $500,000, which amount is the maximum aggregate amount for the CVP Notes collectively. This amendment resulted in the Company accounting for the transaction as a troubled debt restructuring, under which the carrying amount of the note payable remained unchanged but interest expense is computed using a new effective rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the note. The principal balance of the December 2017 Note is included in notes payable in the current liabilities section of the consolidated balance sheet.

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the December 2017 Note agreement such that CVP agreed not to make any redemptions of the December 2017 Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,403 for all four CVP Notes. The standstill fee allocated to the December 2017 Note was $141,737, of which $85,737 increased the principal balance and $56,000 was paid in cash. These modifications in whole represented four separate restructurings of the December 2017 Note agreement, resulting in two troubled debt restructurings accounted for under ASC 470-60 and two modifications accounted for under ASC 470-50. For the two restructurings resulting in troubled debt restructurings, the changes were accounted for prospectively and a new effective interest rate was determined that equated the present value of the future cash payments specified by the new terms with the carrying amount of the December 2017 Note. For the two modifications that resulted in modification accounting, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the December 2017 Note.

In March and April 2019, the Company and CVP amended the December 2017 Note agreement such that the Company, in three separate exchanges, prepaid principal and accrued interest of $1,673,237 and $180,258, respectively, in 105,239 shares of the Company’s common stock. These exchanges of principal and accrued interest for common stock resulted in the extinguishment of the entire December 2017 Note with a corresponding extinguishment loss. For the year ended December 31, 2019, the Company recorded a loss on extinguishment of $363,061 for the December 2017 Note. At December 31, 2019 and December 31, 2018, the net carrying value of the December 2017 Note was zero and $1,548,829, respectively.

February 2018 Note

On February 26, 2018, the Company entered into a securities purchase agreement with CVP, pursuant to which the Company issued to CVP a promissory note in the aggregate principal amount of $2,240,909 for an aggregate purchase price of $1,560,000 (the “February 2018 Note”). The February 2018 Note carries an original issue discount of $655,909, and the initial principal balance also includes $25,000 to cover CVP's transaction expenses. The February 2018 Note bears interest at the rate of 8% per annum and matures on August 26, 2019.

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the February 2018 Note agreement such that CVP agreed not to make any redemptions of the February 2018 Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,403 for all four CVP Notes. The standstill fee allocated to the February 2018 Note was $198,841, of which $118,841 increased the principal balance and $80,000 was paid in cash. These modifications in whole represented four separate restructurings of the February 2018 Note agreement, resulting in a debt extinguishment accounted for under ASC 470-50, two troubled debt restructurings accounted for under ASC 470-60 and a debt modification accounted for under ASC 470-50. For the debt extinguishment, the Company recorded an extinguishment loss of $102,296. For the two troubled debt restructurings, the changes were accounted for prospectively and a new effective interest rate was determined that equated the present value of the future cash payments specified by the new terms with the carrying amount of the February 2018 Note. For the modification that resulted in modification accounting, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the February 2018 Note.

In March 2019, the Company and CVP amended the February 2018 Note agreement such that the Company prepaid principal and accrued interest of $2,044,627 and $203,866, respectively, in 114,802 shares of the Company’s common stock. The exchange of debt for common stock was considered a substantial change to the February 2018 Note and therefore the exchange resulted in extinguishment accounting and a corresponding extinguishment loss of $487,865. In April 2019, the Company and CVP amended the February 2018 Note agreement such that the Company made a single exchange of principal and related accrued interest of $315,123 and $1,755, respectively, for 20,345 shares of the Company’s common stock. The first exchange on April 16, 2019 resulted in the extinguishment of the entire February 2018 Note with a corresponding extinguishment loss of $37,740. At December 31, 2019 and December 31, 2018, the net carrying value of the February 2018 Note was zero and $2,290,865, respectively.

March 2018 Note

On March 21, 2018, the Company entered into a securities purchase agreement with CVP, pursuant to which the Company issued to CVP a promissory note in the aggregate principal amount of $1,090,341 for an aggregate purchase price of $750,000 (the “March 2018 Note” and together with the June 2017 Note, the December 2017 Note and the February 2018 Note, the “CVP Notes”). The March 2018 Note carries an original issue discount of $315,341, and the initial principal balance also includes

$25,000 to cover CVP's transaction expenses. The March 2018 Note bears interest at the rate of 8% per annum and matures on September 21, 2019.

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the March 2018 Note agreement such that CVP agreed not to make any redemptions of the March 2018 Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,403 for all four CVP Notes. The standstill fee allocated to the March 2018 Note was $95,529, of which $57,529 increased the principal balance and $38,000 was paid in cash. These modifications in whole represented four separate restructurings of the March 2018 Note agreement, resulting in a debt extinguishment accounted for under ASC 470-50, two troubled debt restructurings accounted for under ASC 470-60, and a debt modification accounted for under ASC 470-50. For the debt extinguishment, the Company recorded an extinguishment loss of $223,824. For the two troubled debt restructurings, the changes were accounted for prospectively and a new effective interest rate was determined that equated the present value of the future cash payments specified by the new terms with the carrying amount of the March 2018 Note. For the modification that resulted in modification accounting, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the March 2018 Note.

Between January 2019 and March 2019, the Company and CVP amended the March 2018 Note agreement such that the Company prepaid principal and accrued interest of $1,050,114 and $85,681, respectively, in 95,407 shares of the Company’s common stock. These exchanges in whole represented four separate prepayments of principal and accrued interest, resulting in three debt extinguishments and one debt modification accounted. For the debt extinguishments, the Company recorded an aggregate extinguishment loss of $1,210,676. For the modification, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the March 2018 Note. The March 2018 Note was fully extinguished in March 2019. At December 31, 2019 and December 31, 2018, the net carrying value of the March 2018 Note was zero and $1,005,880, respectively.

2019 Bridge Notes

Between March 18, 2019 and June 26, 2019, the Company entered into Promissory Note Purchase Agreements with certain accredited investors under which the Company issued (i) fourteen promissory notes with a principal balance of $3,550,000 and warrant coverage at 125% of principal, and (ii) seven promissory notes with a principal balance of $1,500,000 and warrant coverage at 75% of principal. Collectively, cash proceeds from the twenty-one promissory notes (collectively, the “Bridge Notes”) was $5,050,000. The Bridge Notes were not convertible and bore interest at 12% with a maturity date of July 18, 2019, at which date all principal and accrued interest were due. The exercise price of the warrants was either (i) the price the Company issued common shares in its next public offering subject to a registration statement or (ii) if no such offering was consummated by the four-month maturity date of the Notes, then the exercise price would be equal to the closing price of the Company’s common stock on the Notes four-month maturity date. The warrants (see Note 3) for all twenty-one Bridge Notes had an issuance date fair value of $5,005,742, which was recorded as a discount to the Bridge Notes and amortized to interest expense.

Between May and early July 2019, the Company and the Bridge Note investors extended the maturity date of the Bridge Notes from July 18, 2019 to July 31, 2019, or an addition of thirteen days; this amendment to the terms of the Promissory Note Purchase Agreements did not represent a troubled debt restructuring per Subtopic 470-60, nor was it considered a substantial change requiring extinguishment accounting per Subtopic 470-50. Rather, it represented a modification under Subtopic 470-50 requiring the determination of a new effective interest rate at the modification date that equated the revised cash flows to the carrying amounts of the Bridge Notes.

On July 23, 2019, the Company paid-off all twenty-one Bridge Notes prior to maturity. The Company paid cash of $5,192,923, or $5,050,000 of principal and $142,923 of accrued interest. The extinguishment of the Bridge Notes resulted in an extinguishment loss of $335,753.

2019 Exchange Notes

In May 2019, the Company and CVP entered into an Exchange Agreement whereby CVP purchased the two outstanding Napo convertible notes and all rights thereof from the current debt holders. Subject to the terms of the Exchange Agreement, CVP and the Company agreed to exchange the two Napo convertible notes for a single CVP Note (“CVP Exchange Note 1”). At the Exchange date, the principal balance of the two Napo convertible notes was $10,125,339, or $10,535,900 inclusive of accrued but unpaid interest of $410,561. The beginning principal balance of CVP Exchange Note 1 was $10,535,900, or equal to the principal balance of the two Napo convertible notes and accrued interest thereon. The maturity date of CVP Exchange Note 1 is December 31, 2020, with an interest rate of 10%. Per the terms of the Exchange Agreement, CVP agreed to extend the maturity date of CVP Exchange Note 1 from December 31, 2019 (the same maturity date carried over from the two Napo convertible notes ) to December 31, 2020; in consideration of this extension, the Company issued CVP Exchange Note 2 with a principal balance of $2,296,926. The maturity date of CVP Exchange Note 2 is December 31, 2020, with an interest rate of 10%. The exchange of the two outstanding Napo convertible notes for Exchange Note 1 and Exchange Note 2 resulted in the recording of a $2,046,939 loss on extinguishment of debt.

Between May 2019 and July 2019, the Company and CVP entered into note exchange agreements pursuant to which the Company made prepayments of principal and related accrued interest of $6,154,366 and $89,809, respectively, in lieu of making cash payments to CVP on Exchange Note 1, by issuing 1,119,440 shares of the Company’s common stock to CVP. These exchanges of principal and related accrued interest resulted in debt extinguishments accounted for under ASC 470-50, and for the year ended December 31, 2019, the Company recorded a net loss on extinguishment of $428,776 for Exchange Note 1. At December 31, 2019, the net carrying value of Exchange Note 1 and Exchange Note 2 was $4,381,535 and $2,296,926, respectively, or an aggregate principal balance of $6,678,461.

2019 Tempesta Note

In October 2019, the Company entered into a License Termination and Settlement Agreement with Dr. Michael Tempesta, pursuant to which certain royalty payment disputes between Napo and Tempesta were settled. Per the terms of the Agreement, Tempesta received $50,000 in cash, an unsecured promissory note issued by the Company in the aggregate principal amount of $550,000 and 40,000 shares of the Company’s common stock in exchange for the cessation of all royalty payments by Napo to Dr. Tempesta under the License Agreements. The $550,000 promissory note bears interest at the rate of 2.5% per annum and matures on March 1, 2025. The promissory note provides for the Company to make semi-annual payments equal to $50,000 plus accrued interest beginning on March 1, 2020 until the Note is paid in full. At December 31, 2019, the net carrying value of the 2019 Tempesta Note was $550,000.

Long-term Debt

In August 2015, the Company entered into a loan and security agreement with a lender for up to $8.0 million, which provided for an initial loan commitment of $6.0 million. The agreement has a term of three years, with interest only payments through February 29, 2016. Thereafter, principal and interest payments will be made with an interest rate of 9.9%. Additionally, there will be a balloon payment of $600,000 on August 1, 2018 (as modified in the third amendment to the Loan Agreement). This amount is being recognized over the term of the loan agreement and the effective interest rate, considering the balloon payment, is 15.0%. Proceeds to the Company were net of a $134,433 debt discount under the terms of the loan agreement.

On April 21, 2016, the loan and security was amended upon which the Company repaid $1.5 million of the debt out of restricted cash. The amendment modified the repayment amortization schedule providing a four-month period of interest only payments for the period from May through August 2016.

On July 7, 2017, the Company entered into the third amendment to the Loan Agreement upon which the Company paid $1.0 million of the outstanding loan balance, and the Lender waived the prepayment charge associated with such prepayment. The Third Amendment modified the repayment schedule providing a three-month period of interest only payments for the period from August 2017 through October 2017.

On March 23, 2018, the Company paid off the remaining $689,345 of principal, $4,471 of interest, and the end-of-term payment of $600,000 in cash with proceeds from the March 23, 2018 equity financing.

Warrants

12 Months Ended

Dec. 31, 2019

Warrant Activity

Warrants

8. Warrants

The following table summarizes information about warrants outstanding and exercisable into shares of the Company’s common stock for the years ended December 31, 2019 and 2018 is as follows:


	Year ended December 31,
	2019	2018
Warrants outstanding, beginning balance	34,682	4,590
Issuances	20,637,761	30,951
Exercises	(1,250,000)	—
Expirations and cancellations	(551)	(859)
Warrants outstanding, ending balance	19,421,892	34,682

For the fiscal year ended December 31, 2019, the Company issued 20,637,761 warrants, as follows:

March 2019 Ladenburg Warrants

In March 2019, in consideration of services provided in the Company’s March 2019 public offering of 19,019 common shares, the Company issued to Ladenburg Thalmann & Co. warrants to purchase an aggregate of 761 shares of common stock at an exercise price of $17.50 per common share. The warrants were valued at $13,028 using the Black-Scholes option pricing model as follows: exercise price of $17.50 per share, stock price of $18.90 per share, expected life of five years, volatility of 146%, and a risk-free rate of 2.21%. The warrants were classified in stockholders’ equity.

March 2019 LOC Warrant

In March 2019, in consideration of a letter of credit cancellation related to the Company’s office lease, the Company issued a warrant to purchase warrant shares equal to a fixed principal amount divided by a variable exercise price (see Note 3). The warrants were initially classified as liabilities pursuant to ASC 480-10 due to their debt-like nature. On July 23, 2019, upon the exercise price of the warrants becoming fixed, the warrants became exercisable into 45,750 shares of the Company’s common stock and were reclassified to additional paid-in-capital with a fair value of $71,079 (see Note 3).

2019 Bridge Note Warrants

Between March 18, 2019 and June 26, 2019, concurrent to the Company entering into Promissory Notes of $5,050,000, the Company issued twenty-one warrants to purchase warrant shares equal to a fixed principal amount divided by a variable exercise price (see Note 3). The warrants for all twenty-one Bridge Notes were initially liability classified pursuant to ASC 480-10 due to their debt-like nature. On July 23, 2019, upon the exercise price of the warrants becoming fixed, the warrants became exercisable into 2,781,250 shares of the Company’s common stock and were reclassified to additional paid-in-capital with a fair value of $4,259,327 (see Note 3).

July 2019 Series 1 Warrants

In July 2019, the Company entered into an underwriting agreement (see Note 10), relating to a public offering, which was comprised of (1) 2,886,500 Class A Units, priced at $2.00 per unit, with each unit consisting of (i) one share of the Company’s voting common stock, (ii) one Series 1 warrant to purchase one share of Common Stock, and (iii) one Series 2 warrant to purchase one share of Common Stock, and (2) 10,787 Class B Units, priced at a price of $1,000 per unit, with each unit consisting of (i) one share of Series B convertible preferred stock, convertible into 500 shares of Common Stock, (ii) 500 Series 1 Warrants and (iii) 500 Series 2 Warrants.

The Series 1 Warrants have an exercise price of $2.00 and expire on the earlier of (a) 5 years from the date of issuance and (b) 30 calendar days following the public announcement of Positive Interim Results related to the diarrhea results from the HALT-D investigator initiated trial, if and only if certain trading benchmarks are achieved during such 30 calendar day period.

In the offering, the Company sold (i) 2,886,500 Class A Units, which included Series 1 warrants to purchase 2,886,500 shares of the Company’s common stock and (ii) 10,787 Class B Units, which included Series 1 warrants to purchase 5,393,500 shares of the Company’s common stock. In total, 8,280,000 Series 1 warrants were issued, with an initial valuation of $5,025,515 computed using the Black-Scholes-Merton pricing model using a stock price of $1.73, a strike price of $2.00, an expected term of 5.0 years, volatility of 109.25% and a risk-free discount rate of 1.83%. Upon issuance, the Series 1 warrants were classified in additional paid-in-capital.

Modification of the July 2019 Series 1 Warrants

In September 2019, the Company reduced the exercise price all 8,280,000 Series 1 Warrants from $2.00 to $1.40. The Company determined the impact of this modification to be an increase in the fair value of the warrants of $522,143. Because the modification applied to the entire class of Series 1 Warrant holders, the increase in fair value represented a deemed dividend to the entire class of Series 1 Warrant holders. The modification did not result in the reclassification of the equity-classified Series 1 warrants from additional paid-in-capital to liability classification.

During the three months ended December 31, 2019, the Company determined that it had used the incorrect volitlity rate in measuring the value of the modified Series 1 warrants. In the three months ended September 30, 2019, the Series 1 warrants were recorded at $252,106 in additional paid-in-capital – when it should have been $522,143. This error led to the understatement of additional paid-in-capital by $270,037 on the condensed consolidated balance sheet for the three and nine months ended September 30, 2019. In the three months ended December 31, 2019, the Company corrected this error. The Company did not deem this error to be material to its consolidated financial statements for the third quarter of 2019.

July 2019 Series 2 Warrants

The Series 2 Warrants have an exercise price of $2.00 and expire on the first date on the earlier of (a) 5 years from the date of issuance and (b) 30 calendar days following the public announcement by the Company that a pivotal phase 3 clinical trial using crofelemer (Mytesi®, or the same or similar product with a different name) for the treatment of cancer therapy-related diarrhea in humans has met its primary endpoint in accordance with the protocol, if and only if certain trading benchmarks are achieved during such 30 calendar day period. In addition, each Series 2 Warrant has an embedded call option that allows the Company to redeem any unexercised warrants if certain contingencies are met.

In the July 2019 offering, the Company sold (i) 2,886,500 Class A Units, which included Series 2 warrants to purchase 2,886,500 shares of the Company’s common stock and (ii) 10,787 Class B Units, which included Series 2 warrants to purchase 5,393,500 shares (10,787 Class B Units multiplied by 500 warrants per Class B Unit equals 5,393,500) of the Company’s common stock. In total, 8,280,000 Series 2 warrants were issued, with an initial valuation of $5,025,515 computed using the Black-Scholes-Merton pricing model using a stock price of $1.73, a strike price of $2.00, an expected term of 5.0 years, volatility of 109.25% and a risk-free discount rate of 1.83%. Upon issuance, the Series 2 Warrants were classified in additional paid-in-capital.

December 2019 PIPE Financing Warrants

In December 2019, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company, in a Private Placement, sold (i) an aggregate of 2,500,000 unregistered shares of the Company’s common stock, and (ii) Warrants to purchase up to an aggregate of approximately 1,250,000 shares of common stock, for an aggregate purchase price of $1,500,000 (see Note 10). The warrants have an exercise price of $0.78 per share and become exercisable on June 24, 2020 (6 months after their issuance date) and have a five-year term.

The warrants were valued at $685,969 using the Black-Scholes option pricing model as follows: exercise price of $0.78 per share, stock price of $0.62 per share, expected life of five years, volatility of 143%, and a risk-free rate of 2.42%. As the common stock and warrants were issued in a unit structure, the aggregate proceeds of $1,500,000 were allocated to the two securities using the relative fair value method, resulting with the common stock and warrants being allocated $1,035,000 and $465,000, respectively. The warrants were classified in stockholders’ equity.

For the fiscal year ended December 31, 2018, the Company issued 30,951 warrants, as follows:

August 2018 Financing Warrants

In August 2018, in consideration of services provided, the Company issued a warrant to purchase 429 shares of common stock which were exercisable only in the event that the Company raised new financing of at least $3,000,000, and expired five years from the date of issuance. The warrants were valued at $17,582 using the Black-Scholes option pricing model as follows: exercise price of $74.20 per share, stock price of $74.20 per share, expected life of five years, volatility of 126%, and a risk-free rate of 3.83%. In October 2018, in a public offering, the Company met the $3,000,000 new financing threshold and the warrants became exercisable.The warrants were classified in stockholders’ equity.

August 2018 License Transaction Warrants

In August 2018, in consideration of services provided, the Company issued a warrant contingent upon the Company consummating a Licensing Transaction. Upon resolution of the contingency, the Company issued a five-year warrant to purchase 952 shares of the Company’s common stock.The warrants had an issuance-date fair value of $6,312 using the Black-Scholes option pricing model as follows: exercise price of $74.20 per share, stock price of $74.20 per share, expected life of five years, volatility of 126%, and a risk-free rate of 3.83%. The warrants were classified in stockholders’ equity.

August 2018 LOC Warrant

In August 2018, in consideration of the Letter of Credit associated with the Company’s office lease, the Company issued to an existing shareholder a five-year warrant to purchase 9,580 shares of the Company’s common stock. The Warrant is exercisable on or after March 28, 2019 at an exercise price of $49.08. The warrants had an issuance-date fair value of $493,688 using the Black-Scholes-Merton model with the following criteria: stock price of $58.52 per share, expected life of 5 years, volatility of 132%, risk-free rate of 2.77% and dividend rate of 0%.The $493,688 fair value of the Warrant was classified in the statement of stockholders equity with an offset to deferred rent.

September 2018 L2 Warrants

Concurrent to entering into the Note Purchase Agreement with L2 Capital in September 2018, the Company issued to L2 Capital a 5-year warrant to purchase 2,649 shares of the Company’s common stock at an exercise price of $63.00 per share. The warrants had an issuance-date fair value of $100,330 using the Black-Scholes-Merton model with the following criteria: stock price of $44.80 per share, expected life of 5 years, volatility of 132%, risk-free rate of 2.87% and dividend rate of 0%. The $100,330 fair value of the Warrant was recorded in additional paid-in-capital and treated as a discount to the L2 Capital Promissory note balance.

September 2018 Conte Warrants

Concurrent to entering into the Note Purchase Agreement with an accredited investor in September 2018, the Company issued to the accredited investor a 5-year warrant to purchase 484 shares of the Company’s common stock at an exercise price of $86.10 per share. The warrants had an issuance-date fair value of $17,819 using the Black-Scholes-Merton model with the following criteria: stock price of $44.80 per share, expected life of 5 years, volatility of 132%, risk-free rate of 2.87% and dividend rate of 0% The warrants were recorded in additional paid-in capital and treated as a discount to the Conte Promissory note balance.

October 2018 Underwriter Warrants

In October 2018, in consideration of services provided leading up to the Company’s October 2018 public offering, the Company issued warrants to various service providers to purchase an aggregate of 17,142 shares of common stock at an exercise price of $52.50 per common share. The warrants had an issuance-date fair value of $611,286 using the Black-Scholes option pricing model as follows: exercise price of $52.50 per share, stock price of $41.30 per share, expected life of five years, volatility of 138%, and a risk-free rate of 2.51%. The warrants were classified as liabilities pursuant to ASC 815-40 as there was potential cash settlement.

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2019

Convertible Preferred Stock

Convertible Preferred Stock

9. Convertible Preferred Stock

At December 31, 2019, convertible preferred stock consisted of the following:


								Liquidation
	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
A		5,524,926		5,524,926	$	9,894,492	$	1.665
B		11,000		1,971		475,928		—
B-1		63		—		—		—
B-2		10,165		10,165		1,236,064		—
Non-designated		5,453,846		—		—		—
Total		11,000,000		5,537,062		11,606,484

At December 31, 2018, convertible preferred stock consisted of the following:

Liquidation

Issued and

Carrying

Preference

Series

Authorized

Outstanding

Value

per Share

5,524,926

9,000,002

1.665

Series A Redeemable Convertible Preferred Stock

In March 2018, the Company entered into a stock purchase agreement with Sagard Capital Partners, L.P. pursuant to which the Company, in a private placement, agreed to issue and sell to Sagard 5,524,926 shares of the Company's Series A convertible participating preferred stock, $0.0001 par value per share, for gross proceeds of $9,199,002, or $9,000,002 net of issuance costs. The preferred stock is convertible into approximately 473,565 shares of common stock at the option of the holder at an effective conversion price of $19.425 per share. Subject to certain limited exceptions, the shares of Preferred Stock could not be offered, pledged or sold by Sagard for one year from the date of issuance. The conversion price is subject to certain adjustments in the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization.

Holders of the Series A shares are entitled to participate equally and ratably with the holders of common stock shares in all dividends paid and distributions made to the holders of the common stock as if, immediately prior to each record date of the common stock, the shares of Series A then outstanding were converted into shares of common stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of Series A shares then outstanding shall be entitled to be paid in cash out of the assets of the Company before any payment shall be made to the holders of common stock or shares of any series or class of preferred or other capital stock then outstanding that by its terms is junior to the Series A in respect of the preferences as to distributions and payments upon such liquidation event by reason of their ownership, an amount per share of Series A equal to one times the Series A original issue price.

The Series A convertible preferred shares are redeemable by Sagard Capital upon a Redemption Event that is not solely within the control of the Company. Were a Redemption Event to occur as of the Measurement Date (the later of April 30, 2021 and the date on which the Company files its Form 10‑Q for the three months ending March 31, 2021, but in no event later than September 30, 2021), the holders of at least a majority of the shares of Series A convertible preferred stock then outstanding may require the Company to redeem all Series A shares for cash at a per share purchase price equal to $2.3057. Any one of the following conditions can result in a Redemption Event: (i) revenue attributable to the Mytesi product for the six-month period ended March 31, 2021 is less than $22.0 million; (ii) the daily volume weighted average price (“VWAP”) of the Company's common stock on Nasdaq for the 30 days prior to a Measurement Date is less than $105.00; (iii) the Company fails to file with the Securities and Exchange Commission (“SEC”) on or before June 30, 2021, its Form 10-Q for the three months ending March 31, 2021.

On the March 23, 2018 issuance date, the effective conversion price per share was less than the fair value of the underlying common stock. As a result, the Company determined that there was a Beneficial Conversion Feature (“BCF”) of approximately $995,000. Because the Company's Series A Convertible Preferred Stock does not have a stated conversion date and was immediately convertible at the issuance date, the Company recorded a deemed dividend charge of $995,000 for the accretion of the discount on the Series A Convertible Preferred Stock. The deemed dividend was a non-cash transaction and is reflected below net loss to arrive at net loss available to common stockholders on the Company's consolidated statements of operations for the year ended December 31, 2018.

During the three months ended December 31, 2019, the Company determined that a Redemption Event was probable as of July 1, 2019, yet did not record any accretion for the three months ended September 30, 2019. This error led to the understatement of the carrying value of the Series A convertible preferred stock by $436,652 on the condensed consolidated balance sheet for the three and nine months ended September 30, 2019. In the three months ended December 31, 2019, the Company corrected this error. The Company is accreting the carrying value to the redemption amount of $12,738,822. The Company did not deem this error to be material to its consolidated financial statements for the third quarter of 2019.

The redemption amount and carrying value of the Series A convertible preferred stock is $12,738,822 and $9,894,492 as of December 31, 2019, respectively. The redemption amount and carrying value of the Series A convertible preferred stock was zero and $9,000,002 as of December 31, 2018, respectively. For the year ended December 31, 2019, using the effective interest method and a probable redemption date of April 30, 2021, the Company accreted $894,490 as recorded in the consolidated statements of stockholders’ equity. The accretion of $894,490 represents a deemed dividend and is reflected below net loss to arrive at net loss available to common stockholders on the Company's consolidated statement of operations for the year ended December 31, 2019.

In March 2019, the Company and Sagard Capital Partners, L.P. amended certain terms of the agreement, such that the effective conversion price was adjusted to $19.425 per share.

The preferred stock has been classified outside of stockholders' equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities.

Series B Convertible Preferred Stock

In July 2019, the Company entered into an underwriting agreement relating to the public offering comprised of (1) 2,886,500 Class A Units, priced at a public offering price of $2.00 per unit, with each unit consisting of (i) one share of the Company’s voting common stock, (ii) one Series 1 warrant to purchase one share of Common Stock and (2) 10,787 Class B Units, priced at a public offering price of $1,000 per unit, with each Class B unit consisting of (i) one share of Series B convertible preferred stock with a stated value of $1,000 and convertible into 500 shares of Common Stock, (ii) 500 Series 1 Warrants and (iii) 500 Series 2 Warrants, at a public offering price of $1,000 per Class B Unit.

The Company sold 10,787 Class B Units, comprised of 10,787 shares of Series B convertible preferred stock, Series 1 warrants to purchase 5,393,500 shares of common stock and Series 2 warrants to purchase 5,393,500 shares of common stock. The total gross proceeds to the Company from the offering of the Class B Units were $10,787,000, of which $4,239,870 was allocated to the Series B convertible preferred stock, $3,273,565 to the Series 1 Warrants and $3,273,565 to the Series 2 Warrants. Issuance costs of $1,635,184 were allocated to the Class B Units.

Holders of the Series B shares are entitled to participate equally and ratably with the holders of common stock shares in all dividends paid and distributions made to the holders of the common stock as if, immediately prior to each record date of the common stock, the shares of Series B then outstanding were converted into shares of common stock. With certain exceptions, the shares of Series B Convertible Preferred Stock have no voting rights. However, as long as any shares of Series B Convertible Preferred Stock remain outstanding, the Company shall not, without the affirmative vote of holders of a majority of the then outstanding shares of Series B Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Convertible Preferred Stock or alter or amend the Series B Certificate of Designation or (b) enter into any agreement with respect to any of the foregoing. Each share of Series B Convertible Preferred Stock is convertible at any time at the holder’s option into 500 shares of Common Stock, which conversion ratio will be subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations and other similar transactions.

On the July 23, 2019 issuance date, the effective conversion price per share was less than the fair value of the underlying common stock. As a result, the Company determined that there was a Beneficial Conversion Feature of $4,239,870. Because the Company's Series B Convertible Preferred Stock does not have a stated conversion date and was immediately convertible at the issuance date, the Company recorded a deemed dividend charge of $4,239,870 for the accretion of the discount on the Series B Convertible Preferred Stock. The deemed dividend was a non-cash transaction and is reflected below net loss to arrive at net loss available to common stockholders on the Company's consolidated statement of operations for the year ended December 31, 2019.

During July and August 2019, certain investors converted 8,816 Series B convertible preferred shares into 4,408,000 shares of the Company’s common shares at the stated conversion ratio. As of December 31, 2019, there remained 1,971 shares of Series B Convertible Preferred Stock outstanding.

The preferred stock has been classified in stockholders' equity in accordance with authoritative guidance.

During the three months ended December 31, 2019, the Company determined that it had made an error in allocating the proceeds of the financing. In the three months ended September 30, 2019, the Series B shares, the Beneficial Conversion Feature and the deemed dividend were recorded at $3,875,779 when they should have been $4,239,870. This error led to the understatement of the Series B Preferred Stock, the Beneficial Conversion Feature and the deemed dividend by $364,092 on the condensed consolidated financial statements for the three and nine months ended September 30, 2019. In the three months ended December 31, 2019, the Company corrected this error. The Company did not deem this error to be material to its consolidated financial statements for the third quarter of 2019.

Series B-1 Convertible Preferred Stock

In October 2019, the Company entered into a Warrant Exercise Agreement with the sole remaining holder of the Series B Convertible Preferred Stock (the Exercising Holder), who owned Series 1 warrants exercisable for 1,250,000 shares of Common Stock. Pursuant to the terms of the Warrant Exercise Agreement, the Company had the right (a purchased put option) to require the Exercising Holder to exercise all or a portion of its Series 1 warrants in accordance with the existing terms of the Series 1 warrants, in exchange for the Company’s agreement to issue to the Exercising Holder a number of shares of the Company’s Series B-1 Convertible Preferred Stock, with a stated value of $12,201, in an amount equal to one Series B-1 Preferred Share for every 19,841 Series 1 Warrant Shares issued by the Company to the Exercising Holder. The purpose of the Company entering into the agreement was to enable the Company to monetize the remaining Series 1 warrants.To the extent that all Series 1 warrants held by the Exercising Holder were exercised at their $1.40 exercise price, the Company would receive aggregate gross proceeds of approximately $1,750,001 and, in turn, have issued 63 shares of Series B-1 Preferred Stock to the Exercising Holder.

On October 3 and October 9, 2019, in two separate transactions, the Company exercised its purchased put option (see Note 3) to require the Exercising Holder to exercise all of its 1,250,000 Series 1 warrants (see Note 8), upon which the Company issued 1,250,000 common shares to the Exercising Holder in return for aggregate gross proceeds of $1,750,001. In consideration (the strike price) of the exercising the warrants, the Company issued 63 shares of Series B-1 Convertible Preferred Stock to the Exercising Holder.

Holders of the Series B-1 Convertible Preferred Stock are entitled to receive dividends on shares of Series B-1 Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of the Series B-1 Preferred Stock.

The shares of Series B-1 Convertible Preferred Stock have no voting rights. However, as long as any shares of Series B-1 Preferred Stock remain outstanding, the Company shall not, without the affirmative vote of holders of a majority of the then outstanding shares of Series B-1 Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B-1 Convertible Preferred Stock or alter or amend the Series B-1 Certificate of Designation or (b) enter into any agreement with respect to any of the foregoing.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the Holders of the Series B-1 Convertible Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series B-1 Preferred Stock were fully converted to Common Stock which amounts shall be paid pari passu with all holders of Common Stock.

Each share of Series B-1 Convertible Preferred Stock is convertible at any time at the holder’s option into 10,001 shares of Common Stock, as determined by dividing the $12,201 stated value of each Series B-1 Convertible Preferred Share by the $1.22 conversion price ($12,201 divided by 1.22 = 10,001 conversion ratio), and which conversion ratio is subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations and other similar transactions as specified in the Series B-1 Certificate of Designation.

On the October 3, 2019 issuance date, the effective conversion price was less than the fair value of the underlying common stock. As a result, the Company determined that there was a Beneficial Conversion Feature of $145,615. Because the Company's Series B-1 Convertible Preferred Stock does not have a stated conversion date and was immediately convertible at the issuance date, the Company recorded a deemed dividend charge of $145,615 for the accretion of the discount on the Series B-1 Convertible Preferred Stock. The deemed dividend was a non-cash transaction and is reflected below net loss to arrive at net loss available to common stockholders on the Company's consolidated statement of operations for the fiscal year ended December 31, 2019.

On the October 9, 2019 issuance date, the effective conversion price was less than the fair value of the underlying common stock. As a result, the Company determined that there was a Beneficial Conversion Feature of $384,688. Because the Company's Series B-1 Preferred Stock does not have a stated conversion date and was immediately convertible at the issuance date, the Company recorded a deemed dividend charge of $384,688 for the accretion of the discount on the Series B-1 Preferred Stock. The deemed dividend was a non-cash transaction and is reflected below net loss to arrive at net loss available to common stockholders on the Company's consolidated statements of operations for the fiscal year ended December 31, 2019.

The Series B-1 Preferred Stock was classified in stockholders' equity in accordance with authoritative guidance.

In December 2019, the sole investor in the Series B-1 Preferred Stock converted its entire holding of 63 shares of the Series B-1 Preferred Stock into 630,063 shares of the Company’s common shares at the stated conversion ratio. As of December 31, 2019, there were no shares of the Series B-1 Preferred Stock outstanding.

Series B-2 Convertible Preferred Stock

In December 2019, the Company entered into an exchange agreement with Oasis Capital, pursuant to which Oasis Capital gave up (i) its remaining unexercised Prepaid Forward contracts (see Note 10) exercisable for 1,236,223 shares of the Company’s common stock and (ii) 695,127 common shares held as an investment by Oasis Capital, in exchange for 10,165 shares of the Company’s newly authorized Series B-2 Convertible Preferred Stock.

Holders of the Series B-2 Convertible Preferred Stock are entitled to receive dividends on shares of Series B-2 Convertible Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of the Series B-2 Convertible Preferred Stock.

The shares of Series B-2 Convertible Preferred Stock have no voting rights. However, as long as any shares of Series B-2 Convertible Preferred Stock remain outstanding, the Company shall not, without the affirmative vote of holders of a majority of the then outstanding shares of Series B-2 Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B-2 Convertible Preferred Stock or alter or amend the Series B-2 Certificate of Designation or (b) enter into any agreement with respect to any of the foregoing.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the Holders of the Series B-2 Convertible Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series B-2 Convertible Preferred Stock were fully converted to Common Stock which amounts shall be paid pari passu with all holders of Common Stock.

Each share of Series B-2 Convertible Preferred Stock is convertible at any time at the holder’s option into 190 shares of Common Stock, as determined by dividing the $153.90 stated value of each Series B-2 Convertible Preferred Share by the $0.81 conversion price ($153.90 divided by 0.81 = 190 conversion ratio), and which conversion ratio is subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations and other similar transactions as specified in the Series B-2 Certificate of Designation.

The Series B-2 Convertible Preferred Stock was classified in stockholders' equity in accordance with authoritative guidance.

Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders' Equity

Stockholders' Equity

10. Stockholders’ Equity

As of December 31, 2019 and 2018, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows:


	December 31,	December 31,
	2019	2018
Options issued and outstanding	3,902,675	42,059
Inducement options issued and outstanding	74	2,984
Options available for grant under stock option plans	479,829	2,327
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	19,421,892	34,681
Convertible notes	—	10,849
Series A convertible preferred stock	473,565	47,357
Series B convertible preferred stock	985,500	—
Series B-2 convertible preferred stock	1,931,350	—
Total	27,200,498	145,870

Common Stock

The holders of common stock are entitled to one vote for each share of common stock held. The common stockholders are also entitled to receive dividends whenever funds and assets are legally available and when declared by the Board of directors.

The holders of non-voting common stock are not entitled to vote, except on an as converted basis with respect to any change of control of the Company that is submitted to the stockholders of the Company for approval. Shares of the Company's non-voting common stock have the same rights to dividends and other distributions and are convertible into shares of the Company's common stock on a one-for-one basis upon transfers to non-affiliates of Nantucket ("former creditor of Napo"), upon the release from escrow of certain non-voting shares held by the former creditors of Napo to the legacy stockholders of Napo under specified conditions and at any time on or after April 1, 2018 at the option of the respective holders thereof.

The Company is authorized to issue a total number of 210,000,000 shares, of which 150,000,000 shares are Common Stock, 50,000,000 are non-voting common stock and 10,000,000 are preferred stock.

Reverse stock-splits

In June 2018, the Company effected a 1‑for‑15 reverse stock split of the Company's issued and outstanding shares of Common Stock, effective June 1, 2018. The reverse split has been retrospectively reflected in all voting common stock, warrants, the conversion feature of the Company’s Series A Convertible Preferred Stock, and common stock option shares disclosed in these consolidated financial statements. The non-voting common stock and the convertible preferred stock were excluded from the reverse split.

In June, 2019, the Company effected a 1-for-70 reverse stock split of the Company’s issued and outstanding shares of common stock, effective June 7, 2019. The reverse split has been retrospectively reflected in all voting common stock, warrants, the conversion feature of the Company’s Series A Convertible Preferred Stock, and common stock option shares disclosed in these consolidated financial statements. The non-voting common stock and the convertible preferred stock were excluded from the reverse split.

Transactions with Oasis Capital

On January 7, 2019, the Company entered into a common stock purchase agreement with Oasis Capital, relating to an offering of an aggregate of up to 76,190 shares of common stock via an equity line of credit. Under the terms of the purchase agreement, the Company has the right to "put," or sell, up to 76,190 shares of common stock to Oasis Capital for an amount equal to the product of (i) the number of shares set forth on the applicable put notice (minus the deposit and clearing fees associated with such purchase) and (ii) a fixed price of $52.50 per share or such other price agreed upon between the Company and Oasis Capital. The Company had the option to increase the equity line of credit by an additional 114,286 shares of common stock by notifying Oasis Capital at any time after the effective date of the purchase agreement. In March 2019, the Company exercised this option. As of March 31, 2019, the Company had sold all of the 76,190 shares of common stock of the equity line and all 114,286 shares of common stock from the option to Oasis Capital, or a total of 190,476 shares.

In March 2019, the Company entered into a securities purchase agreement with Oasis Capital pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to Oasis, an aggregate of 19,019 shares of common stock at an offering price of $14.00 for gross proceeds of approximately $266,266.

On April 1, 2019, the Company entered into another common stock purchase agreement (the “April CSPA”) with Oasis Capital relating to an offering (the “April Equity Line Offering”) of an aggregate of up to 285,714 shares (the “April Purchase Shares”) of the Company’s common stock, all of which are being offered in a primary offering consisting of an equity line of credit. Under the terms of the April CSPA, the Company has the right to “put,” or sell, the April Purchase Shares to Oasis Capital for an amount equal to the product of (i) the number of April Purchase Shares set forth in the applicable put notice (minus the deposit and clearing fees associated with such purchase) and (ii) a fixed price of $19.60 per share or such other price agreed upon between the Company and Oasis Capital. The Company had the option to increase the equity line of credit by an additional 285,714 shares of Common Stock by notifying Oasis Capital at any time after the effective date of the April CSPA.

Effective June 14, 2019, the Company halted all future offers and sales of our voting common stock under the April CSPA and terminated the April CSPA. Between April 1, 2019, the date of the April CSPA, and June 14, 2019, we sold an aggregate of 4,843 shares of Common Stock pursuant to the CSPA for aggregate gross proceeds of approximately $100,000.

In November 2019, the Company entered into a securities purchase agreement with Oasis Capital, pursuant to which the Company, in a registered public offering, sold directly to Oasis Pre-Funded Warrants to purchase 2,222,223 shares of the Company’s common stock. The Pre-Funded Warrants were exercisable immediately and could be exercised at any time until all of the Pre-Funded Warrants were exercised in full. The purchase price paid by Oasis was non-refundable in the event that the Pre-Funded Warrants were never exercised. The purchase price of each Pre-Funded Warrant was $0.81, or the $0.80 price per share in the offering, plus an additional $0.01 exercise price upon subsequent exercise. Gross proceeds to the Company from the offer and sale was $1,777,778, or $1,713,275 net of issuance costs. In November 2019, subsequent to the initial sale, Oasis Capital exercised 986,000 of the 2,222,223 Pre-Funded Warrants, with the Company receiving gross proceeds of $9,860. The pre-funded warrants represented prepaid equity forward contracts that were equity classified, as they were not subject to ASC 480-10 and did not meet the definition of a derivative pursuant to ASC 815-10 due to their requiring a substantial upfront payment.

October 2019 Tempesta Settlement

In October 2019, the Company entered into a License Termination and Settlement Agreement with Dr. Michael Tempesta, pursuant to which certain royalty payment disputes between Napo and Tempesta were settled. Per the terms of the Agreement, Tempesta received $50,000 in cash, an unsecured promissory note (see Note 7) issued by the Company in the aggregate principal amount of $550,000 and 40,000 shares of the Company’s common stock in exchange for the cessation of all royalty payments by Napo to Dr. Tempesta under the License Agreements. Upon issuance, the 40,000 shares had a fair value of $48,800 and were subject to lock-up restrictions under which they are not tradeable by Dr. Tempesta until October 1, 2020.

October 2019 Angel Pond Agreement

In October 2019, the Company engaged Angel Pond Capital LLC (see Note 5) to explore potential licensing agreements and collaborations for Mytesi in China. In consideration of these services, the Company issued 166,667 shares of the Company’s common stock to Angel Pond Capital LLC.

December 2019 PIPE Financing

In 2019, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company, in a Private Placement, sold (i) an aggregate of 2,500,000 unregistered shares of the Company’s common stock, and (ii) Warrants (see Note 8) to purchase 1,250,000 shares of common stock, for an aggregate purchase price of $1,500,000. As the common stock and warrants were issued in a unit structure, the aggregate proceeds of $1,500,000 were allocated to the two securities using the relative fair value method, resulting in the common stock and warrants being allocated $1,035,000 and $465,000, respectively. The warrants were classified in stockholders’ equity.

Stock Based Compensation

12 Months Ended

Dec. 31, 2019

Stock Based Compensation

Stock Based Compensation

11. Stock-Based Compensation

2013 Equity Incentive Plan

In November 2013, the Company's board of directors and sole stockholder adopted the Jaguar Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company's board of directors to grant stock options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of the Company. Following the effective date of the IPO and after effectiveness of any grants under the 2013 Plan that were contingent on the IPO, no additional stock awards will be granted under the 2013 Plan. Outstanding grants continue to be exercisable, however, any unissued shares under the plan and any forfeitures of outstanding options do not rollover to the 2014 Stock Incentive Plan. There were 395 option shares outstanding at December 31, 2019.

2014 Stock Incentive Plan

Effective May 12, 2015, the Company adopted the Jaguar Health, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan provides for the grant of options, restricted stock and restricted stock units to eligible employees, directors and consultants to purchase the Company's common stock. The 2014 Plan that provides for automatic share increases on the first day of each fiscal year in the amount of 2% of the outstanding number of shares of the Company's common stock on last day of the preceding calendar year. The 2014 Plan replaced the 2013 Plan except that all outstanding options under the 2013 Plan remain outstanding until exercised, canceled or expired.

Stock Options and Restricted Stock Units (“RSUs”)

Activity under the 2013 Plan and the 2014 Plan is set forth below:


				Weighted		Weighted Average
	Shares	Stock		Average		Remaining	Aggregate
	Available	Options	RSUs	Stock Option		Contractual Life	Intrinsic
	for Grant	Outstanding	Outstanding	Exercise Price		(Years)	Value*
Outstanding at December 31, 2018	2,327	42,059	5,613	$	406.36	9.24	$	—
Additional shares authorized	4,338,197	—	—		—	—
Options granted	(4,481,764)	4,481,764	—		1.68	—		—
Options canceled	621,069	(621,148)	—		5.51	—		—
Outstanding at December 31, 2019	479,829	3,902,675	5,613	$	5.20	9.56	$	—
Exercisable at December 31, 2019		904,051		$	13.77	9.47	$	—
Vested and expected to vest at December 31, 2019		3,364,438		$	5.69	9.55	$	—

* Fair market value of Jaguar stock on December 31, 2019 was $0.80 per share.

The intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair market value of the Company's common stock for options that were in-the-money.

The weighted average grant date fair value of stock options granted was $1.54 and $111.88 per share during the years ended December 31, 2019 and 2018, respectively.

The number of options that vested in the years ended December 31, 2019 and 2018 was 944,821 and 12,590, respectively. The grant date weighted average fair value of options that vested in the years ended December 31, 2019 and 2018 was $ 3.12 and $172.07, respectively.

No options were exercised in the years ended December 31, 2019 and 2018.

The Company granted 2,993 inducement options in the fiscal year 2018 to new employees. These options are all non-statutory and were issued outside of the Company’s 2014 Stock Plan. The weighted average grant-date fair value of the options was $93.80 per share. Stock-based compensation expense related to the inducement stock for the years ended December 31, 2019 and 2018 was $92,506 and 52,577, respectively. There were 74 and 2,983 option shares outstanding at December 31, 2019 and 2018, respectively.

The Company has granted RSUs under both the 2013 Plan and the 2014 Plan. The units granted have varying vesting terms, including RSU’s that vest upon the occurrence of both a liquidity event and satisfaction of the service-based requirement. The stock-based compensation expense is based on the grant date fair market value of the Company’s common stock, and is amortized over the vesting period using the straight-line method, net of estimated forfeitures. There were 5,613 RSU’s outstanding at December 31, 2019 and 2018.

Stock-Based Compensation

The following table summarizes stock-based compensation expense related to stock options, inducement stock options and RSUs for the years ended December 31, 2019 and 2018, and are included in the consolidated statements of operations as follows:


	Year Ended
	December 31,
	2019		2018
Research and development expense	$	868,603	$	579,641
Sales and marketing expense		160,837		96,730
General and administrative expense		1,959,104		1,347,503
Total	$	2,988,544	$	2,023,874

As of December 31, 2019, the Company had $5,671,503 of unrecognized stock-based compensation expense for options and RSU’s, which is expected to be recognized over a weighted-average period of 2.3 years.

The fair value of options granted during the years ended December 31, 2019 and 2018, respectively, were calculated using the weighted average assumptions set forth below:


	Year Ended
	December 31,
	2019		2018
Weighted-average volatility	143.1 - 145.9	%	87.4 - 105.9	%
Weighted-average expected term (years)	5.0 - 5.8		5.1 - 5.8
Risk-free interest rate	1.5 - 1.9	%	2.6 - 2.9	%
Expected dividend yield	—		—

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2019

Net Loss Per Share Attributable to Common Stockholders

Net Loss Per Share Attributable to Common Stockholders

12. Net Loss Per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net loss per common share for the years ended December 31, 2019 and 2018:


	Year Ended
	December 31,
	2019		2018
Net loss attributable to common shareholders (basic and diluted)	$	(44,726,242)	$	(32,146,057)
Shares used to compute net loss per common share, basic and diluted		4,965,337		209,729
Net loss per share attributable to common shareholders, basic and diluted	$	(9.01)	$	(153.27)

Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company's potentially dilutive securities which include stock options, convertible preferred stock, RSUs and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company's net loss position.

The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2019 and 2018 because their inclusion would be anti-dilutive:


	December 31,	December 31,
	2019	2018
Options issued and outstanding	3,902,675	42,059
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	19,421,892	34,682
Series A convertible preferred stock	473,565	47,357
Series B convertible preferred stock	985,500	—
Series B-2 convertible preferred stock	1,931,350	—
Total	26,720,595	129,711

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Taxes

Income Taxes

13. Income Taxes

The Company's loss before provision for income taxes during the years ended December 31, 2019 and 2018, was a domestic loss of $38,529,436 and $32,146,057, respectively.

The effective tax rate for 2019 and 2018 was 0%. As a result of the Company's history of net operating losses and a full valuation allowance against its deferred tax assets, there was no current or deferred income tax provision for the year ended December 31, 2019.

The components of the provision for income taxes during the years ended December 31, 2019 and 2018 is as follows:


	December 31,		December 31,
	2019		2018
Current:
Federal	$	10,000	$	—
State		—		—
Foreign		—		—
Total current		10,000		—
Deferred:
Federal		—		—
State		—		—
Foreign		—		—
Total deferred		—		—
Total provision for income taxes	$	10,000	$	—

The Company’s effective tax during the years ended December 31, 2019 and 2018, differed from the federal statutory rate as follows:


	December 31,		December 31,
	2019		2018
Statutory rate	(21.0)	%	(21.0)	%
State taxes	(0.1)	%	(5.6)	%
Tax credits	—	%	(0.2)	%
Goodwill and indefinite-lived intangible asset impairment	—	%	3.4	%
Book loss on debt extinguishment	5.4	%	—	%
Other	0.5	%	1.0	%
Effect of U.S. tax law change	—	%	—	%
Valuation allowance	15.2	%	22.4	%
Effective tax rate	—	%	—	%

Net deferred tax assets as of December 31, 2019 and 2018 consist of the following:


	December 31,		December 31,
	2019		2018
Non-current deferred tax assets:
Net operating losses	$	15,966,084	$	12,156,279
Tax credits		241,425		329,563
Stock compensation		1,363,578		1,479,325
Other		—		573,441
		17,571,087		14,538,608
Valuation allowance		(13,884,133)		(8,512,820)
Net non-current deferred tax assets		3,686,954		6,025,788
Non-current deferred tax liabilities:
Other		(20,594)		—
Property and equipment		(3,666,360)		(6,025,788)
Net non-current deferred tax liability		(3,686,954)		(6,025,788)
Net non-current deferred tax asset (liability)	$	—	$	—

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company has established a valuation allowance to offset net deferred tax assets as of December 31, 2019 and 2018, due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.

The valuation allowance increased by $5,371,313 during the year ended December 31, 2019.

As of December 31, 2019, the Company had federal and California net operating loss carryovers of approximately $68,143,400 and $23,705,790, respectively. Of the federal net operating losses, $20,741,993 will begin to expire in 2034 and $47,401,407 will carryforward indefinitely. The California net operating losses will begin to expire in 2033.

As of December 31, 2019, the Company had California research credit carryovers of approximately $382,003. The California research credits carry forward indefinitely. The Company had no Federal research credit carryovers.

Utilization of the domestic NOL and tax credit forwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code Section 382, as well as similar state provisions. In general, an "ownership change," as defined by the code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Any limitation may result in expiration of all or a portion of the NOL or tax credit carryforwards before utilization. As of December 31, 2018, the Company has reduced its federal and California gross net operating loss by $99,989,021 and $44,557,023 respectively. The Company also reduced its federal and California R&D credit carryforwards by $1,415,339 and $696,670, respectively.

Uncertain Tax Positions

The Company has adopted the provisions of ASC 740, “Income Taxes Related to Uncertain Tax Positions.” Under these principals, tax positions are evaluated in a two-step process. The Company first determines whether it is more-likely-than-not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to be recognized in the financial statements. The tax position is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement.

The following is a reconciliation of the beginning and ending amount of our total gross unrecognized tax benefit liabilities:


	December 31,		December 31,
	2019		2018
Gross Unrecognized Tax Benefit--Beginning Balance	$	100,889	$	97,010
Increases Related to Tax Positions from Prior Years		(24,486)		(20,607)
Increases Related to Tax Positions Taken During the Current Year		—		24,486
Gross Unrecognized Tax Benefit--Ending Balance	$	76,403	$	100,889

Segment Data

12 Months Ended

Dec. 31, 2019

Segment Data

Segment Data

14. Segment Data

The Company has two reportable segments-human health and animal health. The animal health segment is focused on developing and commercializing prescription and non-prescription products for companion and production animals. The human health segment is focused on developing and commercializing of human products and the ongoing commercialization of Mytesi, which is approved by the U.S. FDA for the symptomatic relief of non-infectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.

The Company’s reportable segments sales and net income consisted of:


	Year Ended
	December 31,
	2019		2018
Revenue from external customers
Human Health	$	5,673,068	$	4,121,913
Animal Health		102,189		294,232
Consolidated Totals	$	5,775,257	$	4,416,145

Segment net loss
Human Health	$	(19,263,550)	$	(12,337,529)
Animal Health		(19,275,886)		(19,808,528)
Consolidated Totals	$	(38,539,436)	$	(32,146,057)

The Company’s reportable segments assets consisted of the following:


	December 31,		December 31,
	2019		2018
Segment assets
Human Health	$	32,431,891	$	37,985,935
Animal Health		68,169,193		54,893,593
Total	$	100,601,084	$	92,879,528

The reconciliation of segments assets to the consolidated assets is as follows:


	December 31,		December 31,
	2019		2018
Total assets for reportable segments	$	100,601,084	$	92,879,528
Less: Investment in subsidiary		(29,240,965)		(29,240,965)
Less: Intercompany loan		(34,949,698)		(22,596,618)
Consolidated Totals	$	36,410,421	$	41,041,945

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2019
Subsequent Events
Subsequent Events	15. Subsequent Events The Company completed an evaluation of the impact of subsequent events through the date these financial statements were issued. Royalty Interest Transaction On March 4, 2020, the Company entered into a royalty interest purchase agreement (the “Purchase Agreement”) with Iliad Research and Trading, L.P., a Utah limited partnership affiliated with Chicago Venture Partners, L.P. (“Purchaser”), pursuant to which the Company sold to Purchaser a royalty interest entitling Purchaser to receive $500,000 of future royalties on sales of Mytesi (crofelemer) and certain up-front license fees and milestone payments from licensees and/or distributors (the “Royalty Repayment Amount”) for an aggregate purchase price of $350,000. The Company will use the proceeds to support advancement of regulatory activities associated with its pipeline, including the Company’s lead product candidate, crofelemer for cancer therapy-related diarrhea, and general corporate purposes. The Company will be obligated to make minimum royalty payments on a monthly basis beginning on September 4, 2020 in an amount equal to the greater of (i) $25,000 (which increases to $43,750 beginning on March 4, 2021) and (ii) 10% of the Company’s net sales of Mytesi and 10% of worldwide revenues related to upfront licensing fees and milestone payments from licensees and/or distributors, but specifically excluding licensing fees and/or milestone payments that are reimbursements of clinical trial expenses. Under the Purchase Agreement, the Company is subject to certain covenants, including the obligations of the Company to: (i) timely file all reports required to be filed under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended and not terminate its status as an issuer required to file reports under the Exchange Act; (ii) maintain listing of the Company’s common stock on a securities exchange; (iii) avoid trading in the Company’s common stock from being suspended, halted, chilled, frozen or otherwise ceased; (iv) not consummate any sale or liquidation of all or substantially all of the Company’s business or any material asset outside the ordinary course of business without the prior consent Purchaser unless an acquiring party specifically agrees to assume all rights and obligations associated with the Royalty Interest and, in Purchaser’s discretion, is capable of fulfilling such obligations, (v) not grant a security or royalty interest in Mytesi for the primary purposes of raising capital without Purchaser’s prior written consent, (vi) provide Mytesi revenue and net sales information to Purchaser on a quarterly basis and (vii) other customary covenants and obligations, for which the Company’s failure to comply may be subject to certain liquidated damages, including a right for the Purchaser to increase the Royalty Repayment Amount by 15%. The foregoing descriptions of the Royalty Interest and Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of the Royalty Interest and Purchase Agreement, respectively. Warrant Repricing On March 5, 2020, the Company entered into a warrant exercise agreement (the “Exercise Agreement”) with a holder (the “Holder”) of its Series 2 warrants (the “Warrants”) previously issued in the Company’s registered public offering on July 23, 2019, pursuant to which the Holder agreed to exercise in cash its Warrants to purchase an aggregate of 90,940 shares of the Company’s common stock at a reduced exercise price of $0.605 per share, which is the Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) as of the date of such Exercise Agreement, for gross proceeds to the Company of approximately $55,000. The issuance of the Warrants and the offer and sale of shares of common stock underlying the Warrants have been registered on the Company’s registration statement on Form S-1 and an additional registration statement of the Securities Act of 1933, as amended of which were previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). On February 24, 2020, the Company entered into warrant exercise agreements (collectively, the “Exercise Agreements”) with a holder (the “Holder”) of its Series 1 warrants previously issued in the Company’s registered public offering in July 2019 and its warrants previously issued in a PIPE in March through June of 2019 pursuant to which the Holder agreed to exercise in cash its Warrants to purchase an aggregate of 458,022 shares of the Company’s common stock at a reduced exercise price of $0.692 per share for gross proceeds to the Company of approximately $317,000. The PIPE Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. In addition, the Company agreed to file a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) no later than 15 business days following the date of the PIPE Purchase Agreement to register the resale of the PIPE Shares. The PIPE Shares were offered and sold in reliance upon exemptions from registration. The foregoing summary of the PIPE Purchase Agreement is not complete and is subject to, and qualified in its entirety by the PIPE Purchase Agreement. Private Placement On March 23, 2020, Jaguar Health, Inc. (the “Company”) entered into a securities purchase agreement (the “PIPE Purchase Agreement”) with certain investors named therein (collectively, “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 1,714,283 unregistered shares (the “PIPE Shares”) of the Company’s common stock for an aggregate purchase price of approximately $720,000 (the “Private Placement”). The Company intends to use the proceeds from the private placement for working capital and general corporate purposes, including the additional purchase of API and drug product to address potential impact of coronavirus pandemic. Warrant Exercise and Preferred Convertible Stock Agreement On March 24, 2020, the Company entered into a warrant exercise agreement (the “Exercise Agreement”) with a holder (the “Holder”) of its Series 2 warrants, pursuant to which the Holder agreed to exercise in cash its Warrants to purchase an aggregate of 1,250,000 shares of the Company’s common stock at a reduced exercise price of $0.5227 per share, for gross proceeds to the Company of approximately $653,400. In consideration for the holder’s exercise of the Series 2 warrants, the Company agreed to reduce the conversion price of the Series B Preferred Stock from $2.00 to $0.4456. Landlord Letter of Credit On March 24, 2020, the Company entered into a Landlord Letter of Credit Agreement with Charles Conte (the “LC Facilitator”), the brother of Lisa A. Conte, the Company’s President, Chief Executive Officer and member of the Company’s board of directors (the “Landlord LC Agreement”), pursuant to which the Company will, subject to Landlord’s consent, replace the existing letter of credit in the amount of $475,000 entered into on August 28, 2018 by the Company with Pacific Capital Management, LLC to satisfy the letter of credit requirement in the Lease (the “Original LC”) with a new letter of credit in the amount of $475,000 (the “New LC”). Pursuant to the Landlord LC Agreement, the Company will pay the LC Facilitator an amount equal to $10,000 per month as consideration for the New LC and reimburse LC Facilitator up to $7,500 for reasonable out-of-pocket expenses incurred in establishing the New LC. The New LC will expire no earlier than December 31, 2020, provided, however that the Company, at no additional cost, may replace the New LC on an earlier date, at the Company’s sole discretion upon 30 days’ written notice to LC Facilitator. Equity Line of Credit On March 24, 2020, the Company entered into an equity purchase agreement (the “ELOC Purchase Agreement”) with Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Oasis Capital is committed to purchase up to an aggregate of $2.0 million of shares of Common Stock over the 36-month term of the ELOC Purchase Agreement. Concurrently with entering into the ELOC Purchase Agreement, the Company also entered into a registration rights agreement with Oasis Capital (the “Registration Rights Agreement”), in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act, registering the sale of the shares of common stock that may be issued to Oasis Capital under the ELOC Purchase Agreement. The purpose of the equity line of credit is to provide the Company with proceeds as may be necessary for working capital and general corporate purposes, including the additional purchase of API and drug product to address potential impact of coronavirus pandemic. Under the ELOC Purchase Agreement, after the SEC has declared effective the registration statement referred to above, on any trading day selected by the Company (such date, the “Put Date), the Company has the right, in its sole discretion, to present Oasis Capital with a purchase notice (each, a “Put Notice”), directing Oasis Capital (as principal) to purchase up to the lesser of (i) 200,000 shares of Common Stock or (ii) 20% of the average trading volume of common stock in the 10 trading days immediately preceding the date of such Put Notice, at a per share price (the “Purchase Price”) equal to $0.436 (each, an “Option 1 Put”), provided that the aggregate amount of all Option 1 Puts and Option 2 Puts (as defined below) does not exceed $2.0 million. In addition, on any date on which Oasis Capital receives shares of Common Stock in connection with a Put Notice (the “Clearing Date”), the Company also has the right, in its sole discretion, to present Oasis Capital with a Put Notice (each, an “Option 2 Put”) directing Oasis Capital to purchase an amount of Common Stock equal to the lesser of (i) such amount that equals 10% of the daily trading volume of the Common Stock on the date of such Put Notice and (ii) $200,000, provided that the aggregate amount of the Option 1 Put and Option 2 Put on any Put Date or Clearing Date does not exceed $500,000 and the aggregate amount of all Option 1 Puts and Option 2 Puts does not exceed $2.0 million. The purchase price per share pursuant to such Option 2 Put is equal to the Purchase Price. The Threshold Price and the Purchase Price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the period(s) used to compute the Threshold Price or the Purchase Price. The ELOC Purchase Agreement provides that the Company and Oasis Capital shall not effect any sales under the ELOC Purchase Agreement on any purchase date where the lowest traded price of the Common Stock on both such date and on the immediately preceding trading day is less than $0.5014 (the “Threshold Price”). The Company will control the timing and amount of sales of Common Stock to Oasis Capital. Oasis Capital has no right to require any sales by the Company, but is obligated to make purchases from the Company as directed by the Company in accordance with the ELOC Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, rights of first refusal, or participation rights in the ELOC Purchase Agreement. In consideration for entering into the ELOC Purchase Agreement, the Company agreed to issue Oasis Capital 68,807 shares of Common Stock, subject to the Company’s receipt of approval by the Company’s stockholders (the “Commitment Shares”). The Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Oasis Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of Common Stock during any time prior to the termination of the ELOC Purchase Agreement. The foregoing descriptions of the ELOC Purchase Agreement and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the ELOC Purchase Agreement and the Registration Rigths Agreement. The issuance of the Commitment Shares and all other shares of common stock that may be issued from time to time to Oasis Capital under the ELOC Purchase Agreement is exempt from registration under the Securities Act.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Summary of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Principals of Consolidation

Principles of Consolidation

Use of Estimates

Cash and Restricted Cash

Concentrations


Consolidated (percentage of total net sales)	Year Ended
	December 31,
	2019		2018
Customer 1	91	%	32	%
Customer 2	—	%	31	%
Customer 3	—	%	26	%
	91	%	89	%


	December 31,		December 31,
	2019		2018
Customer 1	99	%	34	%
Customer 2	—	%	31	%
Customer 3	—	%	21	%

No other customer represented more than 10% of the Company's accounts receivable balances as of those dates.

The Company is subject to credit risk from its inventory suppliers. The Company sources drug substance from a single supplier and drug product from a single supplier.

Fair Values

Inventory

Property and Equipment

Long-Lived Assets

Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited, and are reviewed when appropriate for possible impairment.

Goodwill and Indefinite-lived Intangible Assets

Leases

The adoption of the new leases standard resulted in the following adjustments to the consolidated balance sheet as of January 1, 2019:


	December 31, 2018		Adoption Impact		January 1, 2019
Operating lease right-of-use assets	$	—	$	1,111,214	$	1,111,214
Operating leases liabilities, current portion		—		336,647		336,647
Operating leases liabilities, long term		—		394,703		394,703
Deferred rent		379,864		(379,864)		—

Operating Lease

Prior to the Company’s adoption of ASC 842 on January 1, 2019, the Company recorded lease expense for its operating leases in accordance with ASC 840.

Research and Development Expense

Revenue Recognition

Practical Expedients, Elections, and Exemptions

The Company has elected to treat shipping and handling activities as fulfillment costs.

Additionally, the Company elected to record revenue net of sales and other similar taxes.

Contracts

Performance obligations

Transaction price

Allocate transaction price

For both Napo and Jaguar, the entire transaction price is allocated to the single performance obligation contained in each contract.

Point in time recognition

Disaggregation of Product Revenue

Human

Animal

Collaboration Revenue

Modifications to equity-classified instruments

Stock-Based Compensation

The Company's 2014 Stock Incentive Plan (see Note 11) provides for the grant of stock options, restricted stock and restricted stock unit awards.

Income Taxes

Comprehensive Loss

Basic and Diluted Net Loss Per Common Share

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of adoption of the new leases standard


	December 31, 2018		Adoption Impact		January 1, 2019
Operating lease right-of-use assets	$	—	$	1,111,214	$	1,111,214
Operating leases liabilities, current portion		—		336,647		336,647
Operating leases liabilities, long term		—		394,703		394,703
Deferred rent		379,864		(379,864)		—

Customer risk | Total net revenue

Schedule of concentration risk


Consolidated (percentage of total net sales)	Year Ended
	December 31,
	2019		2018
Customer 1	91	%	32	%
Customer 2	—	%	31	%
Customer 3	—	%	26	%
	91	%	89	%

Credit risk | Total accounts receivable

Schedule of concentration risk


	December 31,		December 31,
	2019		2018
Customer 1	99	%	34	%
Customer 2	—	%	31	%
Customer 3	—	%	21	%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2019

Fair Value Measurements

Summary of information about the derivative, conversion option and warrant liabilities that were measured at fair value on a recurring basis


	December 31, 2019
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	3,492	$	3,492
Total fair value	$	—	$	—	$	3,492	$	3,492


	December 31, 2018
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	220,376	$	220,376
Total fair value	$	—	$	—	$	220,376	$	220,376

Summary of change in the estimated fair value of level 3 liabilities


	For the year ended
	December 31, 2019
	Warrant		Derivative
	Liability		Asset

Beginning fair value of Level 3 liability	$	220,376	$	—
Additions		5,122,924		136,484
Reclassification to equity		(4,330,406)		—
Change in fair value		(1,009,402)		(136,484)
Ending fair value of Level 3 liability	$	3,492	$	—

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2019

Balance Sheet Components

Schedule of inventory


	December 31,
	2019		2018
Raw Material	$	457,345	$	197,359
Work in Process		1,210,616		2,672,264
Finished Goods		460,725		472,554
Inventory	$	2,128,686	$	3,342,177

Schedule of property and equipment


	December 31,
	2019		2018
Land	$	396,247	$	396,247
Lab equipment		410,522		410,522
Clinical equipment		64,870		64,870
Software		62,637		62,637
Total property and equipment at cost		934,276		934,276
Accumulated depreciation		(224,069)		(173,659)
Property and equipment, net	$	710,207	$	760,617

Schedule of change in the carrying amount of goodwill



	December 31,
	2019		2018
Beginning balance	$	—	$	5,210,821
Impairment		—		(5,210,821)
Ending balance	$	—	$	—

Schedule of intangible assets


	December 31,
	2019		2018
Developed technology	$	25,000,000	$	25,000,000
Accumulated developed technology amortization		(4,027,778)		(2,361,111)
Developed technology, net		20,972,222		22,638,889
In-process research and development		8,800,000		8,800,000
Impairment		(4,000,000)		—
In process research and development, net		4,800,000		8,800,000
Trademarks		300,000		300,000
Accumulated trademark amortization		(48,333)		(28,333)
Trademarks, net		251,667		271,667
Total intangible assets, net	$	26,023,889	$	31,710,556

Schedule of estimated future amortization expense of intangible assets with finite lives


	Amounts
2020	$	1,686,667
2021		1,686,667
2022		1,686,667
2023		1,686,667
2024		1,686,667
Thereafter		12,790,554
	$	21,223,889

Schedule of accrued expenses


	December 31,
	2019		2018
Accrued vacation	$	272,822	$	287,326
Accrued payroll and commission		111,087		298,960
Accrued payroll tax		52,228		57,306
Accrued interest		356,778		917,482
Accrued consulting		257,492		368,862
Accrued contract manufacturing costs		386,591		106,607
Accrued legal costs		291,508		731,190
Accrued audit and tax services		188,967		96,150
Accrued other		1,004,782		2,075,558
Total	$	2,922,255	$	4,939,441

Debt (Tables)

12 Months Ended

Dec. 31, 2019

Debt

Schedule of aggregate convertible debt


	December 31,
	2019		2018
June 2017 convertible debt	$	—	$	740,882
Napo convertible debt		—		10,553,888
		—		11,294,770
Less: unamortized debt discount and debt issuance costs		—		(55,600)
Net convertible debt obligation	$	—	$	11,239,170
Convertible debt - non-current, net of discount		—		—
Convertible debt - current, net of discount	$	—	$	11,239,170

Schedule of notes payable


	December 31,		December 31,
	2019		2018
December 2017 note payable	$	—		1,673,237
February 2018 note payable		—		2,359,750
March 2018 note payable		—		1,147,870
2019 Exchange Note 1		4,381,535		—
2019 Exchange Note 2		2,296,926		—
Tempesta Note Payable		550,000
		7,228,461		5,180,857
Less: unamortized discount and debt issuance costs		—		(335,282)
Note payable, net of discount	$	7,228,461	$	4,845,575
Notes payable - non-current, net	$	450,000	$	—
Notes payable - current, net	$	6,778,461	$	4,845,575

Warrants (Tables)

12 Months Ended

Dec. 31, 2019

Warrant Activity

Summary of warrant activity


	Year ended December 31,
	2019	2018
Warrants outstanding, beginning balance	34,682	4,590
Issuances	20,637,761	30,951
Exercises	(1,250,000)	—
Expirations and cancellations	(551)	(859)
Warrants outstanding, ending balance	19,421,892	34,682

Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2019

Convertible Preferred Stock

Schedule of convertible preferred stock

At December 31, 2019, convertible preferred stock consisted of the following:


								Liquidation
	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
A		5,524,926		5,524,926	$	9,894,492	$	1.665
B		11,000		1,971		475,928		—
B-1		63		—		—		—
B-2		10,165		10,165		1,236,064		—
Non-designated		5,453,846		—		—		—
Total		11,000,000		5,537,062		11,606,484

At December 31, 2018, convertible preferred stock consisted of the following:

Liquidation

Issued and

Carrying

Preference

Series

Authorized

Outstanding

Value

per Share

5,524,926

9,000,002

1.665

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2019

Stockholders' Equity

Schedule of common reserved shares of common stock for issuance


	December 31,	December 31,
	2019	2018
Options issued and outstanding	3,902,675	42,059
Inducement options issued and outstanding	74	2,984
Options available for grant under stock option plans	479,829	2,327
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	19,421,892	34,681
Convertible notes	—	10,849
Series A convertible preferred stock	473,565	47,357
Series B convertible preferred stock	985,500	—
Series B-2 convertible preferred stock	1,931,350	—
Total	27,200,498	145,870

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Stock Based Compensation

Summary of incentive plan activity


				Weighted		Weighted Average
	Shares	Stock		Average		Remaining	Aggregate
	Available	Options	RSUs	Stock Option		Contractual Life	Intrinsic
	for Grant	Outstanding	Outstanding	Exercise Price		(Years)	Value*
Outstanding at December 31, 2018	2,327	42,059	5,613	$	406.36	9.24	$	—
Additional shares authorized	4,338,197	—	—		—	—
Options granted	(4,481,764)	4,481,764	—		1.68	—		—
Options canceled	621,069	(621,148)	—		5.51	—		—
Outstanding at December 31, 2019	479,829	3,902,675	5,613	$	5.20	9.56	$	—
Exercisable at December 31, 2019		904,051		$	13.77	9.47	$	—
Vested and expected to vest at December 31, 2019		3,364,438		$	5.69	9.55	$	—

* Fair market value of Jaguar stock on December 31, 2019 was $0.80 per share.

Summary of stock-based compensation expense


	Year Ended
	December 31,
	2019		2018
Research and development expense	$	868,603	$	579,641
Sales and marketing expense		160,837		96,730
General and administrative expense		1,959,104		1,347,503
Total	$	2,988,544	$	2,023,874

Employee stock options

Stock Based Compensation

Schedule of estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model


	Year Ended
	December 31,
	2019		2018
Weighted-average volatility	143.1 - 145.9	%	87.4 - 105.9	%
Weighted-average expected term (years)	5.0 - 5.8		5.1 - 5.8
Risk-free interest rate	1.5 - 1.9	%	2.6 - 2.9	%
Expected dividend yield	—		—

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2019

Net Loss Per Share Attributable to Common Stockholders

Schedule of calculation of basic and diluted net income (loss) per common share


	Year Ended
	December 31,
	2019		2018
Net loss attributable to common shareholders (basic and diluted)	$	(44,726,242)	$	(32,146,057)
Shares used to compute net loss per common share, basic and diluted		4,965,337		209,729
Net loss per share attributable to common shareholders, basic and diluted	$	(9.01)	$	(153.27)

Schedule of common stock equivalents excluded from the calculation of diluted net loss per common share


	December 31,	December 31,
	2019	2018
Options issued and outstanding	3,902,675	42,059
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	19,421,892	34,682
Series A convertible preferred stock	473,565	47,357
Series B convertible preferred stock	985,500	—
Series B-2 convertible preferred stock	1,931,350	—
Total	26,720,595	129,711

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Taxes

Schedule of components of the provision for income taxes


	December 31,		December 31,
	2019		2018
Current:
Federal	$	10,000	$	—
State		—		—
Foreign		—		—
Total current		10,000		—
Deferred:
Federal		—		—
State		—		—
Foreign		—		—
Total deferred		—		—
Total provision for income taxes	$	10,000	$	—

Schedule of effective tax rate, differed from the federal statutory rate


	December 31,		December 31,
	2019		2018
Statutory rate	(21.0)	%	(21.0)	%
State taxes	(0.1)	%	(5.6)	%
Tax credits	—	%	(0.2)	%
Goodwill and indefinite-lived intangible asset impairment	—	%	3.4	%
Book loss on debt extinguishment	5.4	%	—	%
Other	0.5	%	1.0	%
Effect of U.S. tax law change	—	%	—	%
Valuation allowance	15.2	%	22.4	%
Effective tax rate	—	%	—	%

Schedule of net deferred tax assets


	December 31,		December 31,
	2019		2018
Non-current deferred tax assets:
Net operating losses	$	15,966,084	$	12,156,279
Tax credits		241,425		329,563
Stock compensation		1,363,578		1,479,325
Other		—		573,441
		17,571,087		14,538,608
Valuation allowance		(13,884,133)		(8,512,820)
Net non-current deferred tax assets		3,686,954		6,025,788
Non-current deferred tax liabilities:
Other		(20,594)		—
Property and equipment		(3,666,360)		(6,025,788)
Net non-current deferred tax liability		(3,686,954)		(6,025,788)
Net non-current deferred tax asset (liability)	$	—	$	—

Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits


	December 31,		December 31,
	2019		2018
Gross Unrecognized Tax Benefit--Beginning Balance	$	100,889	$	97,010
Increases Related to Tax Positions from Prior Years		(24,486)		(20,607)
Increases Related to Tax Positions Taken During the Current Year		—		24,486
Gross Unrecognized Tax Benefit--Ending Balance	$	76,403	$	100,889

Segment Data (Tables)

12 Months Ended

Dec. 31, 2019

Segment Data

Schedule of reportable segments net revenue and net loss


	Year Ended
	December 31,
	2019		2018
Revenue from external customers
Human Health	$	5,673,068	$	4,121,913
Animal Health		102,189		294,232
Consolidated Totals	$	5,775,257	$	4,416,145

Segment net loss
Human Health	$	(19,263,550)	$	(12,337,529)
Animal Health		(19,275,886)		(19,808,528)
Consolidated Totals	$	(38,539,436)	$	(32,146,057)

Schedule of reportable segments assets


	December 31,		December 31,
	2019		2018
Segment assets
Human Health	$	32,431,891	$	37,985,935
Animal Health		68,169,193		54,893,593
Total	$	100,601,084	$	92,879,528

Schedule of reconciliation of segments assets to the consolidated assets


	December 31,		December 31,
	2019		2018
Total assets for reportable segments	$	100,601,084	$	92,879,528
Less: Investment in subsidiary		(29,240,965)		(29,240,965)
Less: Intercompany loan		(34,949,698)		(22,596,618)
Consolidated Totals	$	36,410,421	$	41,041,945

Organization and Business - (Details)	12 Months Ended
Organization and Business - (Details)	Dec. 31, 2019 segment
Organization and Business
Number of operations segments	2

Organization and Business - Reverse stock-split and Liquidity (Details)			1 Months Ended
	Jun. 03, 2019	May 29, 2018	Jun. 30, 2019	Jun. 30, 2018
Organization and Business
Reverse stock split ratio	0.0143	0.0667	0.015	0.0667

Organization and Business - Liquidity and Going Concern (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Organization and Business
Accumulated deficit	$ (133,090,215)	$ (94,550,779)

Summary of Significant Accounting Policies - Concentrations (Details) - item	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Concentrations
Concentration risk (as a percentage)	91.00%	89.00%
Total net revenue \| Customer 1
Concentrations
Concentration risk (as a percentage)	91.00%	32.00%
Total net revenue \| Customer 2
Concentrations
Concentration risk (as a percentage)		31.00%
Total net revenue \| Customer 3
Concentrations
Concentration risk (as a percentage)		26.00%
Total net revenue \| Customer risk \| One major pharmaceutical distributors
Concentrations
Number of major distributors	1
Total net revenue \| Customer risk \| Three major pharmaceutical distributors
Concentrations
Number of major distributors	3
Total net revenue \| Customer risk \| Three major pharmaceutical distributors \| Minimum
Concentrations
Concentration risk (as a percentage)	10.00%
Total accounts receivable \| Customer 1
Concentrations
Concentration risk (as a percentage)	99.00%	34.00%
Total accounts receivable \| Customer 2
Concentrations
Concentration risk (as a percentage)		31.00%
Total accounts receivable \| Customer 3
Concentrations
Concentration risk (as a percentage)		21.00%

Summary of Significant Accounting Policies - Goodwill and Indefinite-lived Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Goodwill impairment charges
Impairment of indefinite-lived intangible assets	$ 4,000,000	$ 0
Impairment of goodwill	$ 0	$ 5,210,821
Equipment \| Minimum
Goodwill
Estimated useful lives	3 years
Equipment \| Maximum
Goodwill
Estimated useful lives	10 years

Summary of Significant Accounting Policies - Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating leases liabilities, current portion	$ 336,647
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Monthly base rents	38,392
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Monthly base rents	$ 40,730
ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease - right-of-use asset		$ 1,111,214
Operating leases liabilities, current portion		336,647
Operating leases liabilities, long term		394,703
Deferred rent			$ 379,864
Adoption Impact \| ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease - right-of-use asset		1,111,214
Operating leases liabilities, current portion		336,647
Operating leases liabilities, long term		394,703
Deferred rent		$ (379,864)

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Disaggregation of Product Revenue
Practical Expedients, not disclose the value of unsatisfied performance obligations	true
Revenue from external customers	$ 5,775,257	$ 4,416,145
Impact of adjustment	(38,539,436)	(32,146,057)
Mytesi
Disaggregation of Product Revenue
Product revenue	5,673,068	4,121,913
Neonorm
Disaggregation of Product Revenue
Product revenue	$ 102,189	$ 294,232

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Summary of Significant Accounting Policies - Revenue Recognition - Collaboration Revenue (Details) - USD ($)			12 Months Ended
	Sep. 24, 2018	Nov. 01, 2017	Dec. 31, 2019	Dec. 31, 2018
Collaboration Revenue
Written notice period (in days)		90 days
Revenues			$ 5,775,257	$ 4,416,145
Elanco
Collaboration Revenue
Collaboration revenue				177,389,000,000
Knight
Collaboration Revenue
License agreement term (in years)	15 years
Transfer price receivable upon achievement of certain regulatory and sales milestones	$ 18,000,000
Revenues			$ 0	$ 0

Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Fair value of liabilities measured on a recurring basis
Warrant liability	$ 3,492	$ 220,376
Total fair value	3,492	220,376
Level 3
Fair value of liabilities measured on a recurring basis
Warrant liability	3,492	220,376
Total fair value	$ 3,492	$ 220,376

Fair Value Measurements - Estimated fair value of Level 3 (Details) - Level 3 - Recurring	12 Months Ended
	Dec. 31, 2019 USD ($)
Warrant liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning value of Level 3 liability	$ 220,376
Additions	5,122,924
Reclassification to equity	(4,330,406)
Change in fair value of liability	(1,009,402)
Ending fair value of level 3 liability	3,492
Derivative Asset
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Additions	136,484
Change in fair value of liability	$ (136,484)

Fair Value Measurements - Estimated Fair Value of Warrant Liability (Details)		3 Months Ended		4 Months Ended	12 Months Ended
	Jun. 26, 2019 USD ($) item	Jun. 30, 2019 USD ($) NotesSeries	Jun. 26, 2019 USD ($) NotesSeries	Jun. 30, 2019 USD ($) item	Dec. 31, 2019 USD ($) item shares	Oct. 31, 2019 USD ($)	Sep. 30, 2019 $ / shares	Jul. 31, 2019 USD ($) Y $ / shares	Jul. 23, 2019 USD ($) $ / shares	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Oct. 31, 2018 USD ($) Y $ / shares
Fair Value Assumptions and Methodology for Assets and Liabilities
Principal amount						$ 550,000
Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Derivative asset						$ 136,484
Stock price \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Derivative asset						1.04
Strike price \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Derivative asset						1.04
Expected life \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Derivative asset						1
Volatility \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Derivative asset						144.27
Risk free rate \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Derivative asset						1.75
Series A Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0065						0.1610
Series A Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					7.8750						7.8750
Series A Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)					2 years 4 months 28 days						3 years 4 months 28 days
Series A Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					1.4341						1.3563
Series A Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0162						0.0246
Series 1 warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)								5 years
Exercise price (in dollars per share) \| $ / shares							$ 1.40	$ 2.00
Warrant Exercise During Period, Shares \| shares					1,250,000
Proceeds from Issuance of Warrants					$ 1,750,001
Series 1 warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								1.73
Series 1 warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								2.00
Series 1 warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| Y								5.0
Series 1 warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								0.10925
Series 1 warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								1.83
Series B-1 convertible preferred stock
Fair Value Assumptions and Methodology for Assets and Liabilities
Stock Issued During Period, Shares, New Issues \| shares					63
Underwriter Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant												$ 611,286
Exercise price (in dollars per share) \| $ / shares												$ 52.50
Underwriter Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0065						0.1610	41.30
Underwriter Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.5250						0.5250	52.50
Underwriter Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| Y												5
Weighted-average expected term (years)					3 years 9 months 4 days						4 years 9 months 4 days
Underwriter Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					1.4341						1.3563	0.138
Underwriter Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0169						0.0251	2.51
LOC Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Change in fair value of liability					$ 45,218
LOC Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0173					0.1960
LOC Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0200					0.1750
LOC Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)					5 years					5 years
LOC Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					1.4743					1.4572
LOC Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0183					0.0223
2019 Bridge Note Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant		$ 4,259,327		$ 4,259,327				$ 5,005,742	$ 4,259,327
Change in fair value of liability					$ 746,415
Principal amount	$ 5,050,000		$ 5,050,000
Number of promissory notes issued \| item	21
Number of warrants issued				21
Term of promissory notes				4 months
2019 Bridge Note Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0173
2019 Bridge Note Warrants \| Stock price \| Minimum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								0.0484
2019 Bridge Note Warrants \| Stock price \| Maximum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								0.3290
2019 Bridge Note Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0200
2019 Bridge Note Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)					4 years 9 months 18 days			5 years
2019 Bridge Note Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					1.4584
2019 Bridge Note Warrants \| Volatility \| Minimum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								1.4560
2019 Bridge Note Warrants \| Volatility \| Maximum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								1.4572
2019 Bridge Note Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.0176
2019 Bridge Note Warrants \| Risk free rate \| Minimum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								0.0176
2019 Bridge Note Warrants \| Risk free rate \| Maximum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability								0.0223
Warrant liability \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant					$ 3,492						$ 220,376
Change in fair value of liability					(1,009,402)
Warrant liability \| Series A Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant					10						7,388
Change in fair value of liability					7,378
Warrant liability \| Series A Warrants \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant					10						7,388
Warrant liability \| Underwriter Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant					3,482						212,988
Warrant liability \| Underwriter Warrants \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant					3,482						$ 212,988
Change in fair value of liability					209,506
Warrant liability \| LOC Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant										$ 116,297
Warrant liability \| LOC Warrants \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant					71,079
Warrant liability \| LOC Warrants \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant					0
Warrant liability \| 2019 Bridge Note Warrants \| Recurring
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant					$ 0
2019 Bridge Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant		5,005,742		$ 5,005,742
Principal amount		$ 5,050,000		$ 5,050,000
Number of promissory notes issued		21	21	21
Fourteen Promissory Notes [Member]
Fair Value Assumptions and Methodology for Assets and Liabilities
Principal amount		$ 3,550,000		$ 3,550,000
Number of promissory notes issued		14		14
Warrant coverage percentage		125.00%		125.00%
Seven Promissory Notes [Member]
Fair Value Assumptions and Methodology for Assets and Liabilities
Principal amount		$ 1,500,000		$ 1,500,000
Number of promissory notes issued		7		7
Warrant coverage percentage		75.00%		75.00%
Twenty One Promissory Notes [Member]
Fair Value Assumptions and Methodology for Assets and Liabilities
Number of promissory notes issued \| item				21
Twenty One Promissory Notes [Member] \| 2019 Bridge Note Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Exercise price (in dollars per share) \| $ / shares									$ 2.00

Related Party Transactions - Management Services Agreement (Details) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2019
Related Party Transaction [Line Items]
Consulting and management advisory services fees	$ 450,000
Maximum aggregate payments for consulting and management advisory services received	$ 1,350,000
Management fee incurred		$ 438,904
Sagard Capital Partners, L.P.
Related Party Transaction [Line Items]
Payment of fees		250,000
Payable amount		$ 787,500

Related Party Transactions - Letter of Credit (Details) - USD ($)		12 Months Ended
	Aug. 28, 2018	Dec. 31, 2019	Dec. 31, 2018	Aug. 31, 2018
Related party Transactions
Standby letter of credit received as collateral		$ 475,000
Warrants to purchase (in shares)		9,580	10,849
Pacific Capital Management LLC
Related party Transactions
Payable amount		$ 45,000
Office lease extension agreement \| Pacific Capital Management LLC
Related party Transactions
Standby letter of credit received as collateral	$ 475,000
Warrants to purchase (in shares)				9,580

Related Party Transactions - Corporate Officers' Family Members (Details) - USD ($)		12 Months Ended
	Sep. 11, 2018	Dec. 31, 2019	Dec. 31, 2018
Commercialization Agreement
Net cash proceeds		$ 5,050,000	$ 2,564,938
Net carrying value			$ 11,294,770
Class of Warrant or Right Term	5 years	5 years
Warrants to purchase (in shares)		9,580	10,849
Note purchase agreement \| September 2018 Conte convertible note payable
Commercialization Agreement
Net cash proceeds	$ 100,000
Net carrying value	111,250
Discount	$ 11,250
Class of Warrant or Right Term	5 years
Warrants to purchase (in shares)	484
Dr. A. Conte \| Note purchase agreement \| September 2018 Conte convertible note payable
Commercialization Agreement
Net cash proceeds	$ 100,000
Net carrying value	111,250
Discount	$ 11,250
Class of Warrant or Right Term	5 years
Warrants to purchase (in shares)	484
Exercise price (in dollars per share)	$ 86.10

Related Party Transactions - 2019 Bridge Notes (Details)	12 Months Ended
	Dec. 31, 2019 USD ($) item shares	Oct. 31, 2019 USD ($)	Jun. 30, 2019 USD ($)
Related Party Transaction [Line Items]
Principal amount		$ 550,000
2019 Bridge Notes
Related Party Transaction [Line Items]
Number of members of Board of Directors \| item	3
Principal amount			$ 5,050,000
2019 Bridge Notes \| Lisa Conte [Member]
Related Party Transaction [Line Items]
Principal amount	$ 100,000
Number of warrants are converted for each share \| shares	37,500
2019 Bridge Notes \| James Bochnowski [Member]
Related Party Transaction [Line Items]
Principal amount	$ 350,000
Number of warrants are converted for each share \| shares	218,750
2019 Bridge Notes \| Jonathan Siegel DBA JBS Healthcare Ventures [Member]
Related Party Transaction [Line Items]
Principal amount	$ 75,000
Number of warrants are converted for each share \| shares	34,375
2019 Bridge Notes \| Sagard Capital Partners [Member]
Related Party Transaction [Line Items]
Principal amount	$ 500,000
Number of warrants are converted for each share \| shares	187,500
2019 Bridge Notes \| Jonathan Glaser [Member]
Related Party Transaction [Line Items]
Principal amount	$ 500,000
Number of warrants are converted for each share \| shares	250,000

Commitments and Contingencies - Commitments (Details)		12 Months Ended
Commitments and Contingencies - Commitments (Details)	Sep. 11, 2018	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares	Sep. 30, 2020 USD ($)	Aug. 28, 2018 ft²
Commitments and Contingencies
Monthly base rent for first twelve months		$ 38,392
Monthly base rent for subsequent twelve months		39,544
Monthly base rent for final months		40,730
Standby letter of credit received as collateral		$ 475,000
Term	5 years	5 years
Warrants to purchase (in shares) \| shares		9,580	10,849
Fair value of warrants included in stockholders equity		$ 493,688	$ 118,149
Non-cash rent expense per month		19,748
Future minimum lease payments under non-cancelable operating lease		357,079		$ 357,079
Minimum
Commitments and Contingencies
Lease expense under non-cancelable operating lease		38,392
Maximum
Commitments and Contingencies
Lease expense under non-cancelable operating lease		40,730
Letter of credit
Commitments and Contingencies
Letter of Credit			475,000
Letter of credit \| Shareholder
Commitments and Contingencies
Letter of Credit			122,000
Letter of credit cancelled			122,000
General and administrative expense
Commitments and Contingencies
Lease expense under non-cancelable operating lease		$ 745,150	$ 475,305
Office lease extension agreement
Commitments and Contingencies
Area (in square feet) \| ft²					6,311

Commitments and Contingencies - Angel Pond Agreement (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Compensation		$ 140,000	$ 6,425
Issuance of common stock in exchange for services (in shares)	40,000
Angel Pond Agreement
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Issuance of common stock in exchange for services (in shares)	166,667
Angel Pond Capital LLC
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Issuance of common stock in exchange for services (in shares)	166,667
Angel Pond Capital LLC \| Angel Pond Agreement
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Compensation	$ 140,000
Initial term of contract	4 months
Extension term of contract	2 months
Additional compensation payable	$ 30,000
Percentage of compensation received	6.00%
Percentage of compensation received for some engaged entities	6.50%
Sale milestone to be payable up on achieving of net sales of $50,000,000	$ 300,000
Net sales threshold	50,000,000
Additional sale milestone to be payable up on achieving every additional $50,000,000 in cumulative net sales	$ 300,000
Maximum milestone payment percent	6.00%
Percentage of compensation paid on capital raised	6.00%

Commitments and Contingencies - Asset transfer and transition commitment update (Details)	Sep. 25, 2017 USD ($)
Commitments and Contingencies
Percentage of amount received to be paid to Glenmark	25.00%
Maximum amount to be received by Glenmark	$ 7,000,000
Payments made to date to Glenmark	$ 0

Commitments and Contingencies - Revenue sharing commitment update (Details) - USD ($)		12 Months Ended
	Dec. 14, 2017	Dec. 31, 2019
Long-term Purchase Commitment [Line Items]
Payments made to date to SEED		$ 0
SEED
Long-term Purchase Commitment [Line Items]
Percentage of revenue sharing commitment	15.00%
Percentage of revenue sharing commitment after first million dollars of revenue	20.00%

Balance Sheet Components - Inventory (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Inventory, Gross [Abstract]
Raw Material	$ 457,345	$ 197,359
Work in Process	1,210,616	2,672,264
Finished Goods	460,725	472,554
Inventory	$ 2,128,686	$ 3,342,177

Balance Sheet Components - Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Land, Property and Equipment
Total property and equipment at cost	$ 934,276	$ 934,276
Accumulated depreciation	(224,069)	(173,659)
Property and equipment, net	710,207	760,617
Depreciation and amortization expense	1,737,077	1,319,003
Animal Health
Land, Property and Equipment
Depreciation and amortization expense	50,410	60,886
Land
Land, Property and Equipment
Total property and equipment at cost	396,247	396,247
Lab equipment
Land, Property and Equipment
Total property and equipment at cost	410,522	410,522
Clinical equipment
Land, Property and Equipment
Total property and equipment at cost	64,870	64,870
Software
Land, Property and Equipment
Total property and equipment at cost	$ 62,637	$ 62,637

Balance Sheet Components - Goodwill (Details) - USD ($)	12 Months Ended
Balance Sheet Components - Goodwill (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Goodwill
Beginning balance	$ 5,210,821
Impairment	$ 0	$ (5,210,821)
Ending balance		$ 5,210,821

Balance Sheet Components - Intangible assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Intangible assets
Impairment	$ (4,000,000)	$ 0
Total intangible assets, net	26,023,889	31,710,556
Amortization expense	1,686,667	1,686,657
Developed technology
Intangible assets
Total intangible assets	25,000,000	25,000,000
Accumulated amortization	(4,027,778)	(2,361,111)
Finite-lived intangible assets, net	20,972,222	22,638,889
In process research and development
Intangible assets
Total intangible assets	8,800,000	8,800,000
Impairment	(4,000,000)
Finite-lived intangible assets, net	4,800,000	8,800,000
Trademarks
Intangible assets
Total intangible assets	300,000	300,000
Accumulated amortization	(48,333)	(28,333)
Total intangible assets, net	$ 251,667	$ 271,667

Balance Sheet Components - Estimated Future Amortization Expense (Details) - Trademarks and Developed technology rights	Dec. 31, 2019 USD ($)
Finite-Lived Intangible Assets [Line Items]
2020	$ 1,686,667
2021	1,686,667
2022	1,686,667
2023	1,686,667
2024	1,686,667
Thereafter	12,790,554
Total	$ 21,223,889

Balance Sheet Components - Accrued Liabilities (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Accrued compensation and related:
Accrued vacation	$ 272,822	$ 287,326
Accrued payroll and commission	111,087	298,960
Accrued payroll tax	52,228	57,306
Accrued interest	356,778	917,482
Accrued consulting	257,492	368,862
Accrued contract manufacturing costs	386,591	106,607
Accrued legal costs	291,508	731,190
Accrued audit and tax services	188,967	96,150
Accrued other	1,004,782	2,075,558
Total	$ 2,922,255	$ 4,939,441

Debt - Convertible debt (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Convertible notes
Net carrying value		$ 11,294,770
Less: unamortized debt discount and debt issuance costs		(55,600)
Net convertible debt obligation		11,239,170
Convertible debt - current, net of discount		11,239,170
June 2017 Convertible debt
Convertible notes
Net carrying value		740,882
Net convertible debt obligation	$ 0	685,282
Napo convertible debt
Convertible notes
Net carrying value		$ 10,553,888

Debt - February 2015 Convertible debt (Details) - USD ($)	1 Months Ended
	Mar. 31, 2018	Oct. 31, 2019	Feb. 28, 2015
Debt
Principal amount		$ 550,000
February 2015 Convertible debt
Debt
Principal amount			$ 150,000
Repayments of Debt	$ 203,408
Convertible promissory note issued to Serious Change II LP
Debt
Share issued for principal and interest payment	1,937

Debt - June 2017 Convertible debt (Details)					1 Months Ended	2 Months Ended	3 Months Ended			12 Months Ended
Debt - June 2017 Convertible debt (Details)	Oct. 10, 2018 USD ($)	Sep. 11, 2018 USD ($)	Aug. 02, 2018 USD ($)	Jun. 29, 2017 USD ($)	May 31, 2019 USD ($)	Jun. 30, 2019 USD ($)	Dec. 31, 2018 USD ($) NotesSeries	Dec. 31, 2018 USD ($) item	Dec. 31, 2018 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Oct. 31, 2019 USD ($)	Jun. 30, 2017 USD ($)
Debt
Notes payable												$ 550,000
Proceeds from issuance of convertible debt											$ 474,000
Gains (Losses) on Extinguishment of Debt						$ 428,776				$ (4,940,911)	(544,444)
Fair value of derivative liability due to repayment of mandatory default				$ 15,000
Fair value of derivative liability due to interest rate increase feature				5,000
Derivative liability													$ 20,000
Maximum aggregate redemption amount			$ 500,000
Standstill fee									$ 63,296
Increase in principal balance of notes payable									37,296
Standstill fee paid in cash									26,000
Convertible debt payable							$ 11,239,170	$ 11,239,170	11,239,170		11,239,170
Face value							11,294,770	11,294,770	11,294,770		11,294,770
Discounts							$ 55,600	$ 55,600	55,600		55,600
Chicago Venture Partners, L.P.
Debt
Total standstill fee									499,403
Number of notes for which standstill fee paid							4	4
June 2017 Convertible debt
Debt
Notes payable				2,155,000
Original issue discount				425,000
Debt legal fee				30,000
Proceeds from issuance of convertible debt				$ 1,700,000
Gains (Losses) on Extinguishment of Debt					$ 7,566
Interest rate (as a percent)				8.00%
Automatic increase in interest rate at the event of default				17.00%
Convertible debt payable							$ 685,282	$ 685,282	685,282	$ 0	685,282
Face value							$ 740,882	$ 740,882	$ 740,882		$ 740,882
September 2018 L2 convertible note payable \| Note purchase agreement
Debt
Notes payable		$ 455,000
Original issue discount		$ 55,000
Gains (Losses) on Extinguishment of Debt	$ 190,441
Interest rate (as a percent)		8.00%
Principal and interest paid on debt	455,000
Face value		$ 455,000
September 2018 Conte convertible note payable
Debt
Principal and interest paid on debt		111,250
September 2018 Conte convertible note payable \| Note purchase agreement
Debt
Notes payable		111,250
Original issue discount		$ 11,250
Gains (Losses) on Extinguishment of Debt	$ 27,883
Interest rate (as a percent)		8.00%
Face value		$ 111,250

Debt - March 2017 Convertible debt (Details)	1 Months Ended
Debt - March 2017 Convertible debt (Details)	Mar. 31, 2017 USD ($) tranche Lender	Oct. 31, 2019 USD ($)
Debt
Principal amount		$ 550,000
Napo \| Exchangeable note purchase agreement
Debt
Number of lenders, agreement \| Lender	2
Principal amount	$ 1,312,500
Number of tranches \| tranche	2
Value of each tranche	$ 525,000
Face amount of each tranche	$ 656,250
Interest rate (as a percent)	3.00%
Fair value of notes	$ 1,312,500

Debt - Amendment to Note Purchase Agreement and Notes (Details)			1 Months Ended
	Mar. 23, 2018 USD ($) Y item $ / shares	Feb. 16, 2018 USD ($) shares	Dec. 31, 2017 USD ($) $ / shares shares	Oct. 31, 2019 USD ($)	Nov. 30, 2017 $ / shares	Dec. 31, 2016 USD ($)
Debt
Principal amount				$ 550,000
Convertible note purchase agreement
Debt
Principal amount						$ 12,500,000
First Amendment to Note Purchase Agreement and Notes \| Convertible note purchase agreement \| Conversion option liability \| Napo
Debt
Percent of increase in the principal amount			12.00%
Conversion price (in dollars per share) \| $ / shares			$ 14.00		$ 39.20
Issuance of common stock in exchange for services (in shares) \| shares			166,139
Partial redemption of convertible notes			$ 299,050
First Amendment to Note Purchase Agreement and Notes \| Convertible note purchase agreement \| Conversion option liability \| Napo
Debt
Principal amount			$ 1,170,950
Second Amendment to Note Purchase Agreement and Notes \| Napo
Debt
Principal amount		$ 435,950
Shares issued to creditors \| shares		3,603
Accrued interest on notes payable		$ 18,063
Principal paid	$ 735,000
Interest paid	20,699
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Level 3 \| Recurring
Debt
Increase to the fair value of the conversion option liability	174,754
Conversion option liability written off	$ 286,595
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Stock price
Debt
Conversion option liability \| $ / shares	14.70
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Expected life
Debt
Conversion option liability \| Y	0.11
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Volatility
Debt
Conversion option liability \| item	2.8816
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Risk free rate
Debt
Conversion option liability \| item	0.0169
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Dividend rate
Debt
Conversion option liability \| item	0.0000
Debt Agreement Third Amendment [Member]
Debt
Principal paid	$ 689,345
Interest paid	$ 4,471

Debt - December 2016 Convertible debt (Details)		1 Months Ended				12 Months Ended
Debt - December 2016 Convertible debt (Details)	Mar. 16, 2018 USD ($) shares	Jan. 31, 2019 USD ($) shares	Aug. 31, 2018 USD ($) shares	Jul. 31, 2017 USD ($)	Dec. 31, 2016 USD ($) $ / shares Lender	Dec. 31, 2018 USD ($) item	Dec. 31, 2019 USD ($)	Oct. 31, 2019 USD ($)	May 31, 2019 USD ($)	Jun. 30, 2017 USD ($)
Debt
Aggregate principal amount								$ 550,000
Convertible promissory notes, December 2016
Debt
Aggregate principal amount					$ 2,500,000
Number of lenders \| Lender					3
Proceeds from issuance of convertible debt					$ 2,000,000
Unamortized note discount					$ 500,000
Conversion price (in dollars per share) \| $ / shares					$ 64.75
Revised principal value of debt										$ 2,625,338
Fair value of notes					$ 11,161,000
Difference between the fair value of the notes and the principal balance					$ 1,035,661
Amortization period of such difference amount					29 months
Interest Payable	$ 534,775		$ 479,808
Debt legal fee	$ 169,950
Repayment of accrued interest		$ 446,729
Shares issued (in shares) \| shares	4,081	19,751	4,582
Convertible promissory notes, December 2016 \| Convertible Long-term Debt
Debt
Number of debt instrument extinguished \| item						2
Unamortized balance of notes payable						$ 10,553,888	$ 0
Convertible note purchase agreement
Debt
Aggregate principal amount					$ 12,500,000
Interest rate (as a percent)				10.00%
Debt instrument, frequency of periodic payment				P6M
Accrued interest capitalized to principal of debt										$ 125,338
Convertible promissory notes, July 2017
Debt
Aggregate principal amount				$ 7,500,000
Number of lenders				4
Proceeds from issuance of convertible debt				$ 6,000,000
Unamortized note discount				$ 1,500,000
2019 Exchange Note 1
Debt
Aggregate principal amount									$ 10,125,339
Interest rate (as a percent)									10.00%
2019 Exchange Note 2
Debt
Aggregate principal amount									$ 2,296,926
Interest rate (as a percent)									10.00%
Napo \| Napo December 2016 and Napo July 2017 Notes
Debt
Aggregate principal amount									$ 10,125,339
Unamortized premium									249,987
Carrying amount of Notes issued									10,375,326
Napo \| 2019 Exchange Note 1
Debt
Aggregate principal amount									10,125,339
Accrued interest capitalized to principal of debt									410,562
Napo \| 2019 Exchange Note 1
Debt
Aggregate principal amount									$ 10,535,900

Debt - Notes Payable (Details) - USD ($)	1 Months Ended
Debt - Notes Payable (Details) - USD ($)	Oct. 31, 2019	May 31, 2019	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018	Mar. 21, 2018
Notes payable
Net carrying value					$ 11,294,770
Less: unamortized debt discount and net issuance costs					(55,600)
Notes payable, net of discount			$ 6,778,461		4,845,575
Notes payable - current, net			450,000
Interest payable			356,778		917,482
Notes payable	$ 550,000
Notes payable
Notes payable
Net carrying value			7,228,461		5,180,857
Less: unamortized debt discount and net issuance costs					(335,282)
Note payable, net			7,228,461		4,845,575
Notes payable, net of discount			450,000
Notes payable - current, net			6,778,461		4,845,575
December 2017 note payable \| Notes payable
Notes payable
Net carrying value					1,673,237
February 2018 note payable \| Notes payable
Notes payable
Net carrying value					2,359,750
March 2018 note payable \| Notes payable
Notes payable
Net carrying value					$ 1,147,870
March 2018 note payable \| Securities purchase agreement
Notes payable
Less: unamortized debt discount and net issuance costs						$ (315,341)
2019 Exchange Note 1
Notes payable
Accrued interest on notes payable		$ 410,561
Notes payable		$ 10,125,339
Interest rate (as a percent)		10.00%
2019 Exchange Note 1 \| Notes payable
Notes payable
Net carrying value			4,381,535
2019 Exchange Note 2
Notes payable
Notes payable		$ 2,296,926
Interest rate (as a percent)		10.00%
2019 Exchange Note 2 \| Notes payable
Notes payable
Net carrying value			2,296,926
2019 Bridge Notes
Notes payable
Notes payable				$ 5,050,000
Interest rate (as a percent)				12.00%
Tempesta Note Payable
Notes payable
Net carrying value			550,000
Notes payable	$ 550,000
Interest rate (as a percent)	2.50%
Semi-annual principal and interest payments	$ 50,000
Tempesta Note Payable \| Notes payable
Notes payable
Net carrying value			$ 550,000

Debt - Securities Purchase Agreement (Details)								1 Months Ended		2 Months Ended		3 Months Ended					12 Months Ended
Debt - Securities Purchase Agreement (Details)	Apr. 16, 2019 USD ($)	Oct. 10, 2018 USD ($)	Sep. 11, 2018 USD ($) shares	Aug. 02, 2018 USD ($)	Mar. 21, 2018 USD ($)	Feb. 26, 2018 USD ($)	Dec. 08, 2017 USD ($)	Apr. 30, 2019 USD ($) shares	Mar. 31, 2019 USD ($) shares	Jun. 30, 2019 USD ($)	Apr. 30, 2019 USD ($) shares	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) NotesSeries shares	Dec. 31, 2018 USD ($) item shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares	Oct. 31, 2019 USD ($)
Debt
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares														10,849	10,849	10,849	9,580	10,849
Principal amount																			$ 550,000
Proceeds from issuance of notes payable																	$ 5,050,000	$ 2,564,938
Convertible debt payable														$ 11,239,170	$ 11,239,170	$ 11,239,170		11,239,170
Convertible Notes Payable Gross														11,294,770	11,294,770	11,294,770		11,294,770
Discounts														55,600	55,600	55,600		55,600
Maximum aggregate redemption amount				$ 500,000
Convertible debt - current, net of discount														11,239,170	11,239,170	11,239,170		11,239,170
Principal less discount														$ 11,294,770	$ 11,294,770	11,294,770		11,294,770
Standstill fee																63,296
Increase in principal balance of notes payable																37,296
Standstill fee paid in cash																$ 26,000
Loss on extinguishment of debt										$ 428,776							(4,940,911)	(544,444)
Change in warrant liability																	$ (1,009,402)	$ (331,016)
Series A convertible preferred stock
Debt
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares														47,357	47,357	47,357	473,565	47,357
Chicago Venture Partners, L.P.
Debt
Total standstill fee																$ 499,403
Number of notes for which standstill fee paid														4	4
2019 Bridge Notes
Debt
Principal amount										$ 5,050,000		$ 5,050,000
Proceeds from issuance of notes payable												$ 5,050,000
Interest rate (as a percent)										12.00%		12.00%
Securities purchase agreement \| Chicago Venture Partners, L.P.
Debt
Principal amount					$ 1,090,341
Securities purchase agreement \| Promissory Note, December 08, 2017 \| Chicago Venture Partners, L.P.
Debt
Principal amount							$ 1,587,500
Aggregate purchase price							1,100,000
Original issue discount							462,500
Transaction expenses							$ 25,000
Interest rate (as a percent)							8.00%
Convertible debt payable														$ 1,548,829	$ 1,548,829	1,548,829	$ 0	$ 1,548,829
Maximum aggregate redemption amount				$ 500,000
Standstill fee																141,737
Increase in principal balance of notes payable																85,737
Standstill fee paid in cash																56,000
Repayments of notes payable, principal											$ 1,673,237
Repayments of notes payable, interest											$ 180,258
Common stock issued in exchange of debt \| shares											105,239
Loss on extinguishment of debt																	363,061
Securities purchase agreement \| February 2018 note payable \| Chicago Venture Partners, L.P.
Debt
Principal amount						$ 2,240,909
Proceeds from issuance of notes payable						1,560,000
Original issue discount						655,909
Transaction expenses						$ 25,000
Interest rate (as a percent)						8.00%
Convertible debt payable														2,290,865	2,290,865	2,290,865	0	2,290,865
Standstill fee																198,841
Increase in principal balance of notes payable																118,841
Standstill fee paid in cash																80,000
Repayments of notes payable, principal								$ 315,123	$ 2,044,627
Repayments of notes payable, interest								$ 1,755	$ 203,866
Common stock issued in exchange of debt \| shares								203.45	114,802
Loss on extinguishment of debt	$ 37,740								$ 487,865							102,296
Securities purchase agreement \| March 2018 note payable
Debt
Discounts					315,341
Securities purchase agreement \| March 2018 note payable \| Chicago Venture Partners, L.P.
Debt
Aggregate purchase price					750,000
Transaction expenses					$ 25,000
Interest rate (as a percent)					8.00%
Convertible debt payable														$ 1,005,880	$ 1,005,880	1,005,880	$ 0	$ 1,005,880
Standstill fee																95,529
Increase in principal balance of notes payable																57,529
Standstill fee paid in cash																38,000
Repayments of notes payable, principal													$ 1,050,114
Repayments of notes payable, interest													$ 85,681
Common stock issued in exchange of debt \| shares													95,407
Loss on extinguishment of debt													$ 1,210,676			$ 223,824
Note purchase agreement \| September 2018 L2 convertible note payable
Debt
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares			2,649
Principal amount			$ 455,000
Proceeds from issuance of notes payable			400,000
Original issue discount			$ 55,000
Interest rate (as a percent)			8.00%
Convertible Notes Payable Gross			$ 455,000
Principal less discount			$ 455,000
Loss on extinguishment of debt		$ 190,441

Debt - 2019 Bridge Notes (Details)		3 Months Ended		4 Months Ended	12 Months Ended
Debt - 2019 Bridge Notes (Details)	Jul. 23, 2019 USD ($)	Jun. 30, 2019 USD ($) NotesSeries	Jun. 26, 2019 NotesSeries	Jun. 30, 2019 USD ($) item	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Oct. 31, 2019 USD ($)
Principal amount							$ 550,000
Net cash proceeds					$ 5,050,000	$ 2,564,938
2019 Bridge Notes
Number of promissory notes issued		21	21	21
Principal amount		$ 5,050,000		$ 5,050,000
Net cash proceeds		$ 5,050,000
Interest rate (as a percent)		12.00%		12.00%
Fair value of warrant		$ 5,005,742		$ 5,005,742
Repayments of Debt	$ 5,192,923
Principal amount pertaining to repayment of Notes payable	5,050,000
Accrued Interest pertaining to repayment of Notes payable	142,923
Extinguishment loss on repayment of Notes	$ 335,753
Fourteen Promissory Notes [Member]
Number of promissory notes issued		14		14
Principal amount		$ 3,550,000		$ 3,550,000
Warrant coverage percentage		125.00%		125.00%
Seven Promissory Notes [Member]
Number of promissory notes issued		7		7
Principal amount		$ 1,500,000		$ 1,500,000
Warrant coverage percentage		75.00%		75.00%

Debt - 2019 Exchange Notes (Details)	1 Months Ended	2 Months Ended	3 Months Ended	12 Months Ended
Debt - 2019 Exchange Notes (Details)	May 31, 2019 USD ($) NotesSeries	Jun. 30, 2019 USD ($)	Jul. 31, 2019 USD ($) shares	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Oct. 31, 2019 USD ($)
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Principal amount						$ 550,000
Loss on extinguishment of debt		$ 428,776		$ (4,940,911)	$ (544,444)
Convertible debt payable					$ 11,239,170
Exchange Notes
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Number of Napo convertible notes \| NotesSeries	2
Number of Napo convertible notes exchanged for CVP note \| NotesSeries	2
Convertible debt payable				6,678,461
2019 Exchange Note 1
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Principal amount	$ 10,125,339
Principal amount and accrued interest	10,535,900
Accrued interest on notes payable	$ 410,561
Interest rate (as a percent)	10.00%
Common stock issued in exchange of debt \| shares			1,119,440
Convertible debt payable				4,381,535
Repayments of notes payable, principal			$ 6,154,366
Repayments of notes payable, interest			$ 89,809
Share issued for principal and interest payment \| shares			1,119,440
2019 Exchange Note 2
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Number of Napo convertible notes exchanged for CVP note \| NotesSeries	2
Principal amount	$ 2,296,926
Interest rate (as a percent)	10.00%
Loss on extinguishment of debt	$ 2,046,939
Convertible debt payable				$ 2,296,926

Debt - 2019 notes (Details) - USD ($)	1 Months Ended
Debt - 2019 notes (Details) - USD ($)	Oct. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Principal amount	$ 550,000
Net carrying value			$ 11,294,770
Tempesta Note Payable
Debt Instrument [Line Items]
Cash received in the settlement	50,000
Principal amount	$ 550,000
Common stock issued in exchange of debt	40,000
Interest rate (as a percent)	2.50%
Semi-annual principal and interest payments	$ 50,000
Net carrying value		$ 550,000

Debt - Long-term Debt (Details) - USD ($)						1 Months Ended		4 Months Ended
Debt - Long-term Debt (Details) - USD ($)	Aug. 01, 2018	Mar. 23, 2018	Jul. 07, 2017	Apr. 21, 2016	Aug. 31, 2015	Oct. 31, 2017	Aug. 31, 2015	Apr. 30, 2016	Mar. 01, 2016
Long-term debt
Interest-only payments, term								4 months
Loan And Security Agreement [Member]
Long-term debt
Stand-by line of credit					$ 8,000,000		$ 8,000,000
Initial loan commitment					$ 6,000,000
Debt Instrument, Term							3 years
Debt Instrument, Interest Rate, Stated Percentage									9.90%
Balloon amount payable on August 1, 2018	$ 600,000
Effective interest rate					15.00%		15.00%
Debt Instrument, Unamortized Discount					$ 134,433		$ 134,433
Repayment of loan from restricted cash				$ 1,500,000
Debt Agreement Third Amendment [Member]
Long-term debt
Repayment of loan from restricted cash			$ 1,000,000
Interest-only payments, term						3 months
Cash proceeds		$ 600,000

Warrants - Warrants outstanding and exercisable (Details)	12 Months Ended
	Dec. 31, 2019 shares
Warrant Activity
Issuances	20,637,761

Warrants - (Details)			1 Months Ended				12 Months Ended
Warrants - (Details)	Jul. 23, 2019 USD ($) shares	Sep. 11, 2018 shares	May 31, 2019 USD ($) Y $ / shares shares	Oct. 31, 2018 USD ($) Y $ / shares shares	Sep. 30, 2018 USD ($) Y $ / shares shares	Aug. 31, 2018 USD ($) Y $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) shares
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Amount of shares issued \| $								$ 2,055,874
Warrant Activity
Warrants to purchase (in shares)							9,580	10,849
Stock issuance and other costs \| $								$ 2,117,550
Term		5 years					5 years
Warrant liability \| $							$ 3,492	220,376
Change in warrant liability \| $							$ (1,009,402)	$ (331,016)
Series A Warrants \| Stock price
Warrant Activity
Warrants - Measurement input							0.0065	0.1610
Series A Warrants \| Strike price
Warrant Activity
Warrants - Measurement input							7.8750	7.8750
Series A Warrants \| Volatility
Warrant Activity
Warrants - Measurement input							1.4341	1.3563
Series A Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input							0.0162	0.0246
Financing Warrants
Warrant Activity
Warrants to purchase (in shares)						429
Term						5 years
Expirations						17,582
Financing Warrants \| Stock price
Warrant Activity
Warrants - Measurement input						74.20
Financing Warrants \| Strike price
Warrant Activity
Warrants - Measurement input						74.20
Financing Warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| Y						5
Financing Warrants \| Volatility
Warrant Activity
Warrants - Measurement input						126.00
Financing Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input						3.83
License Transaction Warrants Member
Warrant Activity
Warrants to purchase (in shares)						952
Term						5 years
Warrants - Measurement input						74.20
Warrant liability \| $						$ 6,312
License Transaction Warrants Member \| Stock price
Warrant Activity
Warrants - Measurement input						74.20
License Transaction Warrants Member \| Expected life
Warrant Activity
Warrants - Measurement input \| Y						5
License Transaction Warrants Member \| Volatility
Warrant Activity
Warrants - Measurement input						0.126
License Transaction Warrants Member \| Risk free rate
Warrant Activity
Warrants - Measurement input						3.83
Underwriter Warrants
Warrant Activity
Warrants to purchase (in shares)				17,142
Exercise price (in dollars per share) \| $ / shares				$ 52.50
Fair value of warrant \| $				$ 611,286
Underwriter Warrants \| Stock price
Warrant Activity
Warrants - Measurement input				41.30			0.0065	0.1610
Underwriter Warrants \| Strike price
Warrant Activity
Warrants - Measurement input				52.50			0.5250	0.5250
Underwriter Warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| Y				5
Underwriter Warrants \| Volatility
Warrant Activity
Warrants - Measurement input				0.138			1.4341	1.3563
Underwriter Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input				2.51			0.0169	0.0251
March 2019 LOC Warrants
Warrant Activity
Warrants exercisable	45,750
Fair value of warrant \| $	$ 71,079
August 2018 LOC Warrant
Warrant Activity
Warrants to purchase (in shares)						9,580
Exercise price (in dollars per share) \| $ / shares						$ 49.08
Term						5 years
Fair value of warrant \| $						$ 493,688
August 2018 LOC Warrant \| Stock price
Warrant Activity
Warrants - Measurement input						58.52
August 2018 LOC Warrant \| Expected life
Warrant Activity
Warrants - Measurement input \| Y						5
August 2018 LOC Warrant \| Volatility
Warrant Activity
Warrants - Measurement input						0.132
August 2018 LOC Warrant \| Risk free rate
Warrant Activity
Warrants - Measurement input						2.77
August 2018 LOC Warrant \| Dividend rate
Warrant Activity
Warrants - Measurement input						0
September 2018 L2 Warrants
Warrant Activity
Warrants to purchase (in shares)					2,649
Exercise price (in dollars per share) \| $ / shares					$ 63.00
Term					5 years
Fair value of warrant \| $					$ 100,330
September 2018 L2 Warrants \| Stock price
Warrant Activity
Warrants - Measurement input					44.80
September 2018 L2 Warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| Y					5
September 2018 L2 Warrants \| Volatility
Warrant Activity
Warrants - Measurement input					0.132
September 2018 L2 Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input					2.87
September 2018 L2 Warrants \| Dividend rate
Warrant Activity
Warrants - Measurement input					0
September 2018 Conte Warrants
Warrant Activity
Warrants to purchase (in shares)					484
Exercise price (in dollars per share) \| $ / shares					$ 86.10
Term					5 years
Fair value of warrant \| $					$ 17,819
September 2018 Conte Warrants \| Stock price
Warrant Activity
Warrants - Measurement input					44.80
September 2018 Conte Warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| Y					5
September 2018 Conte Warrants \| Volatility
Warrant Activity
Warrants - Measurement input					0.132
September 2018 Conte Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input					2.87
September 2018 Conte Warrants \| Dividend rate
Warrant Activity
Warrants - Measurement input					0
Minimum \| Financing Warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Amount of shares issued \| $				$ 3,000,000		$ 3,000,000
Common Stock
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Shares issued (in shares)		1,071
Share issue price (in dollars per share) \| $ / shares							$ 0.80
Private placement
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Shares issued (in shares)							2,500,000
Warrant Activity
Warrants to purchase (in shares)							1,250,000
Gross proceeds from issuance \| $							$ 1,500,000
Securities purchase agreement \| March 2019 Ladenburg Warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Shares issued (in shares)			19,019
Warrant Activity
Warrants to purchase (in shares)			761
Exercise price (in dollars per share) \| $ / shares			$ 17.50
Warrant liability \| $			$ 13,028
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Stock price
Warrant Activity
Warrants - Measurement input			18.90
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Strike price
Warrant Activity
Warrants - Measurement input			17.50
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| Y			5
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Volatility
Warrant Activity
Warrants - Measurement input			0.146
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input			2.21

Warrants - PIPE Financing Warrants (Details)	1 Months Ended	12 Months Ended
Warrants - PIPE Financing Warrants (Details)	Dec. 31, 2019 USD ($) Y $ / shares shares	Dec. 31, 2019 USD ($) Y security $ / shares shares	Dec. 31, 2018 USD ($) shares
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants to purchase (in shares) \| shares	9,580	9,580	10,849
Aggregate purchase price of warrants	$ 3,492	$ 3,492	$ 220,376
Issuance of common stock			2,055,874
Issuance of warrants		$ 1,035,000
PIPE Financing warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 0.78	$ 0.78
Warrant exercisable period after, issuance date	6 months
Term of warrant	5 years	5 years
Proceeds from issuance of warrants		$ 1,500,000
Number of securities \| security		2
Issuance of common stock		$ 1,035,000
Issuance of warrants	$ 685,969	$ 465,000	$ 30,951
PIPE Financing warrants, Dec 2019 \| Maximum
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants to purchase (in shares) \| shares	1,250,000	1,250,000
Aggregate purchase price of warrants	$ 1,500,000	$ 1,500,000
Private placement
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Unregistered shares issued \| shares		2,500,000
Warrants to purchase (in shares) \| shares	1,250,000	1,250,000
Private placement \| PIPE Financing warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Unregistered shares issued \| shares	2,500,000
Stock price \| PIPE Financing warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability	0.62	0.62
Strike price \| PIPE Financing warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability	0.78	0.78
Expected life \| PIPE Financing warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability \| Y	5	5
Volatility \| PIPE Financing warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability	0.143	0.143
Risk free rate \| PIPE Financing warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability	2.42	2.42

Warrents - 2019 Bridge Note Warrants (Details)			1 Months Ended				2 Months Ended	3 Months Ended		4 Months Ended	9 Months Ended	12 Months Ended
Warrents - 2019 Bridge Note Warrants (Details)	Jul. 23, 2019 USD ($) shares	Jun. 26, 2019 USD ($) item	Sep. 30, 2019 USD ($) $ / shares shares	Jul. 31, 2019 USD ($) Y $ / shares shares	Jul. 23, 2019 USD ($) $ / shares shares	May 31, 2019 USD ($)	Jun. 30, 2019 USD ($)	Sep. 30, 2019 USD ($) $ / shares	Jun. 30, 2019 USD ($) NotesSeries	Jun. 30, 2019 USD ($) item	Sep. 30, 2019 USD ($) $ / shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)	Oct. 31, 2019 USD ($) shares
Debt
Debt Instrument, Face Amount \| $														$ 550,000
Gains (Losses) on Extinguishment of Debt \| $							$ 428,776					$ (4,940,911)	$ (544,444)
Issuance of warrants \| $												$ 1,035,000
Series B convertible preferred stock
Debt
Units issued				10,787								10,787
Impact of modification \| $												$ (4,239,870)
Number of shares issued for preferred stock converted	500				500
Number of warrants are converted for each share				1
Class A units
Debt
Common stock issued and issuable				2,886,500
Warrants issued				2,886,500
Class A units \| Underwritten Public Offering
Debt
Public offering price \| $ / shares				$ 2.00
Units issued				2,886,500
Unit Price \| $ / shares				$ 2.00
Number of shares in exchange for each unit				1
Number of warrants are converted for each share				1
Class B units
Debt
Public offering price \| $ / shares				$ 1,000
Units issued				10,787
Unit Price \| $ / shares				$ 1,000
Common stock issued and issuable				5,393,500
Class B units \| Series B convertible preferred stock
Debt
Number of shares in exchange for each unit				1
Number of shares issued for preferred stock converted	500				500
Class B units \| Underwritten Public Offering
Debt
Public offering price \| $ / shares				$ 1,000
Units issued				10,787
Unit Price \| $ / shares				$ 1,000
Class B units \| Underwritten Public Offering \| Series B convertible preferred stock
Debt
Number of shares in exchange for each unit				1
Number of shares issued for preferred stock converted				500
2019 Bridge Note Warrants
Debt
Debt Instrument, Face Amount \| $		$ 5,050,000
Number Of Promissory Notes Issued \| item		21
Fair value of warrant \| $	$ 4,259,327			$ 5,005,742	$ 4,259,327		4,259,327		$ 4,259,327	$ 4,259,327
Warrants exercisable	2,781,250
2019 Bridge Note Warrants \| Stock price
Debt
Warrant liability \| $												0.0173
2019 Bridge Note Warrants \| Strike price
Debt
Warrant liability \| $												0.0200
2019 Bridge Note Warrants \| Expected life
Debt
Term of warrant				5 years								4 years 9 months 18 days
2019 Bridge Note Warrants \| Volatility
Debt
Warrant liability												1.4584
2019 Bridge Note Warrants \| Risk free rate
Debt
Warrant liability												0.0176
Series 1 warrants
Debt
Warrants issued			8,280,000	8,280,000
Issuance of warrants \| $				$ 5,025,515
Impact of modification \| $			$ 522,143									$ 522,143
Impact of modification previously reported \| $								$ 252,106
Immaterial adjustment to additional paid in capital \| $											$ 270,037
Number of warrants are converted for each share														19,841
Term of warrant				5 years
Exercise price (in dollars per share) \| $ / shares			$ 1.40	$ 2.00				$ 1.40			$ 1.40
Series 1 warrants \| Stock price
Debt
Warrant liability \| $				1.73
Series 1 warrants \| Strike price
Debt
Warrant liability \| $				2.00
Series 1 warrants \| Expected life
Debt
Warrant liability \| Y				5.0
Series 1 warrants \| Volatility
Debt
Warrant liability				0.10925
Series 1 warrants \| Risk free rate
Debt
Warrant liability				1.83
Series 1 warrants \| Underwritten Public Offering
Debt
Common stock issued and issuable				5,393,500
Series 1 warrants \| Class A units
Debt
Units issued				2,886,500
Common stock issued and issuable				2,886,500
Series 1 warrants \| Class A units \| Underwritten Public Offering
Debt
Number of shares in exchange for each unit				1
Series 1 warrants \| Class B units
Debt
Units issued				10,787
Common stock issued and issuable				5,393,500
Number of shares in exchange for each unit				500
Series 1 warrants \| Class B units \| Underwritten Public Offering
Debt
Number of shares in exchange for each unit				500
Series 2 warrants
Debt
Warrants issued				8,280,000
Issuance of warrants \| $				$ 5,025,515								$ 5,025,515
Term of warrant				5 years
Exercise price (in dollars per share) \| $ / shares				$ 2.00
Series 2 warrants \| Stock price
Debt
Warrant liability				1.73
Series 2 warrants \| Strike price
Debt
Warrant liability				2.00
Series 2 warrants \| Expected life
Debt
Warrant liability \| Y				5.0
Series 2 warrants \| Volatility
Debt
Warrant liability				0.10925
Series 2 warrants \| Risk free rate
Debt
Warrant liability				1.83
Series 2 warrants \| Underwritten Public Offering
Debt
Common stock issued and issuable				5,393,500
Series 2 warrants \| Class A units \| Underwritten Public Offering
Debt
Number of shares in exchange for each unit				1
Series 2 warrants \| Class B units
Debt
Public offering price \| $ / shares					$ 1,000
Units issued				10,787
Unit Price \| $ / shares					$ 1,000
Common stock issued and issuable				5,393,500
Number of shares in exchange for each unit				500	500
Series 2 warrants \| Class B units \| Underwritten Public Offering
Debt
Number of shares in exchange for each unit				500
2019 Exchange Note 2
Debt
Debt Instrument, Face Amount \| $						$ 2,296,926
Gains (Losses) on Extinguishment of Debt \| $						$ 2,046,939
Fourteen Promissory Notes [Member]
Debt
Debt Instrument, Face Amount \| $							3,550,000		$ 3,550,000	$ 3,550,000
Number Of Promissory Notes Issued									14	14
Warrant Coverage Percentage									125.00%	125.00%
Seven Promissory Notes [Member]
Debt
Debt Instrument, Face Amount \| $							$ 1,500,000		$ 1,500,000	$ 1,500,000
Number Of Promissory Notes Issued									7	7
Warrant Coverage Percentage									75.00%	75.00%

Convertible Preferred Stock (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Shares Authorized	11,000,000
Issued	5,537,062
Carrying Value	$ 11,606,484
Series A
Class of Stock [Line Items]
Shares Authorized	5,524,926	5,524,926
Issued	5,524,926	5,524,926
Outstanding	5,524,926	5,524,926
Carrying Value	$ 9,894,492	$ 9,000,002
Liquidation Preference per Share	$ 1.665	$ 1.665
Series B convertible preferred stock
Class of Stock [Line Items]
Shares Authorized	11,000	0
Issued	1,971	0
Outstanding	1,971	0
Carrying Value	$ 475,928
Series B-1 convertible preferred stock
Class of Stock [Line Items]
Shares Authorized	63	0
Issued	0	0
Outstanding	0	0
Series B-2 convertible preferred stock
Class of Stock [Line Items]
Shares Authorized	10,165	0
Issued	10,165	0
Outstanding	10,165	0
Carrying Value	$ 1,236,064
Non designated
Class of Stock [Line Items]
Shares Authorized	5,453,846

Convertible Preferred Stock - Series A Redeemable Convertible Preferred Stock (Details) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 23, 2018	Mar. 31, 2018	Mar. 31, 2018	Mar. 31, 2021	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Amount of shares issued							$ 2,055,874
Carrying Value						$ 11,606,484
Accretion to redemption value of redeemable preferred stock						$ 894,490
Prior period balance recorded					$ 436,652
Forecast \| Maximum
Product revenue				$ 22,000,000
Average VWAP of common stock for the 30 days prior to Measurement Date				$ 105.00
Private placement
Shares issued (in shares)						2,500,000
Series A convertible participating preferred stock
Redemption value					$ 12,738,822	$ 12,738,822	0
Carrying Value						9,894,492	$ 9,000,002
Accretion to redemption value of redeemable preferred stock						894,490
Deemed dividend	$ 995,000					$ 894,490
Redemption price per share					$ 2.3057
Beneficial Conversion Feature			$ 995,000
Sagard Capital Partners, L.P. \| Series A convertible participating preferred stock
Number of shares issued for each convertible preferred stock		473,565	473,565
Maximum period from date of issuance		1 year
Effective conversion price		$ 19.425				$ 19.425
Second Amendment to Note Purchase Agreement and Notes \| Sagard Capital Partners, L.P. \| Series A convertible participating preferred stock \| Private placement
Shares issued (in shares)		5,524,926
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Amount of shares issued			$ 9,000,002
Gross proceeds from the issuance of common stock			$ 9,199,002

Convertible Preferred Stock - Series B-1 Convertible Preferred Stock (Details)						1 Months Ended			2 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 09, 2019 USD ($) shares	Oct. 09, 2019 USD ($) shares	Oct. 03, 2019 USD ($) shares	Jul. 23, 2019 USD ($) shares	Sep. 11, 2018 shares	Oct. 31, 2019 USD ($) $ / shares shares	Jul. 31, 2019 USD ($) $ / shares shares	Jul. 23, 2019 USD ($) $ / shares shares	Aug. 31, 2019 shares	Sep. 30, 2019 USD ($) $ / shares	Sep. 30, 2019 USD ($) $ / shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) shares
Stock issuance and other costs \| $													$ 2,117,550
Number of securities issued on conversion												9,580	10,849
Issued												5,537,062
Series B convertible preferred stock
Units issued							10,787					10,787
Stated or par value \| $ / shares							$ 1,000
Number of shares issued for each convertible preferred stock				500				500
Gross proceeds \| $							$ 4,239,870
Stock issuance and other costs \| $												$ 875,184
Number of warrants are converted for each share							1
Number of securities issued on conversion												985,500
Shares converted									8,816
Deemed dividend \| $				$ 4,239,870						$ 4,239,870		$ 4,239,870
Deemed dividend previously recorded \| $				$ 3,875,779
Deemed dividend understatement amount \| $											$ 364,092
Issued												1,971	0
Series B-1 Convertible Preferred Stock
Number of securities issued on conversion	63	63	63									63
Beneficial Conversion Feature \| $		$ 384,688	$ 145,615
Deemed dividend \| $		$ 384,688	$ 145,615
Preferred stock, shares outstanding												0
Series B-1 convertible preferred stock
Exercise price (in dollars per share) \| $ / shares						$ 1.40
Aggregate proceeds \| $						$ 1,750,001
Shares issued (in shares)						63						49
Proceeds from Issuance of Warrants \| $	$ 1,750,001
Shares converted												10,001
Value of shares issued on conversion \| $												$ 12,201
Conversion Price (in dollars per share) \| $ / shares												$ 1.22
Conversion ratio												10,001
Deemed dividend \| $												$ 530,303
Issued												0	0
Common Stock
Shares issued (in shares)					1,071
Issuance of common stock upon conversion (in shares)									4,408,000			630,063
Series B Convertible Participating Preferred Stock [Member]
Beneficial Conversion Feature \| $								$ 4,239,870
Series 1 warrants
Gross proceeds \| $							$ 3,273,565
Warrant exercise agreement						1,250,000
Preferred stock, par value (in dollars per share) \| $ / shares						$ 12,201
Number of warrants are converted for each share						19,841
Exercise price (in dollars per share) \| $ / shares							$ 2.00			$ 1.40	$ 1.40
Warrants exercised		1,250,000	1,250,000
Proceeds from Issuance of Warrants \| $												$ 1,750,001
Warrant Exercise During Period, Shares												1,250,000
Deemed dividend \| $												$ 522,143
Series 1 warrants \| Series B-1 Convertible Preferred Stock
Warrant Exercise During Period, Shares	1,250,000
Series 2 warrants
Gross proceeds \| $							$ 3,273,565
Exercise price (in dollars per share) \| $ / shares							$ 2.00
Class A units
Common stock issued and issuable							2,886,500
Stock issuance and other costs \| $												875,122
Class A units \| Series 1 warrants
Units issued							2,886,500
Common stock issued and issuable							2,886,500
Class B units
Units issued							10,787
Public offering price \| $ / shares							$ 1,000
Common stock issued and issuable							5,393,500
Gross proceeds \| $							$ 10,787,000
Stock issuance and other costs \| $							$ 1,635,184					$ 1,635,183
Class B units \| Series B convertible preferred stock
Number of shares in exchange for each unit							1
Number of shares issued for each convertible preferred stock				500				500
Class B units \| Series 1 warrants
Units issued							10,787
Number of shares in exchange for each unit							500
Common stock issued and issuable							5,393,500
Class B units \| Series 2 warrants
Units issued							10,787
Public offering price \| $ / shares								$ 1,000
Number of shares in exchange for each unit							500	500
Common stock issued and issuable							5,393,500
Private placement
Shares issued (in shares)												2,500,000
Number of securities issued on conversion												1,250,000
Underwritten Public Offering \| Series 1 warrants
Common stock issued and issuable							5,393,500
Underwritten Public Offering \| Series 2 warrants
Common stock issued and issuable							5,393,500
Underwritten Public Offering \| Class A units
Units issued							2,886,500
Public offering price \| $ / shares							$ 2.00
Number of shares in exchange for each unit							1
Number of warrants are converted for each share							1
Underwritten Public Offering \| Class A units \| Series 1 warrants
Number of shares in exchange for each unit							1
Underwritten Public Offering \| Class A units \| Series 2 warrants
Number of shares in exchange for each unit							1
Underwritten Public Offering \| Class B units
Units issued							10,787
Public offering price \| $ / shares							$ 1,000
Underwritten Public Offering \| Class B units \| Series B convertible preferred stock
Number of shares in exchange for each unit							1
Number of shares issued for each convertible preferred stock							500
Underwritten Public Offering \| Class B units \| Series 1 warrants
Number of shares in exchange for each unit							500
Underwritten Public Offering \| Class B units \| Series 2 warrants
Number of shares in exchange for each unit							500

Convertible Preferred Stock - Series B-2 Convertible Preferred Stock (Details)	1 Months Ended	12 Months Ended
	Dec. 31, 2019 $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 shares
Shares Authorized	11,000,000	11,000,000
Series B-2 Convertible Preferred Stock Member
Shares Authorized	10,165	10,165
Series B-2 convertible preferred stock
Number of shares for which unexercised prepaid forward contracts are exercisable	1,236,223
Shares issued in exchange of convertible preferred stock	695,127
Shares Authorized	10,165	10,165	0
Shares converted		190
Value of shares issued on conversion \| $		$ 153.90
Conversion Price (in dollars per share) \| $ / shares	$ 0.81	$ 0.81
Conversion ratio		190

Stockholders' Equity (Details)					1 Months Ended		12 Months Ended
Stockholders' Equity (Details)	Jun. 03, 2019	Sep. 11, 2018 shares	May 29, 2018	Jul. 31, 2017 item	Jun. 30, 2019	Jun. 30, 2018 shares	Dec. 31, 2019 shares	Dec. 31, 2018 shares
Stockholders' Equity
Number of voting rights entitled for each share of common stock held \| item				1
Reverse stock split ratio	0.0143		0.0667		0.015	0.0667
Number of pre-funded warrants issued							20,637,761
Shares of common stock reserved for issuance
Options issued and outstanding							3,902,675	42,059
Options available for grant under stock option plans							479,829	2,327
RSUs awards issued and outstanding							5,613	5,613
Warrants issued and outstanding							19,421,892	34,681
Convertible warrants							9,580	10,849
Total							27,200,498	145,870
Inducement options issued and outstanding
Shares of common stock reserved for issuance
Options issued and outstanding							74	2,984
Common stock - voting
Stockholders' Equity
Shares issued (in shares)								17,075
Blank check preferred stock
Stockholders' Equity
Common stock, shares authorized						10,000,000
Series A convertible preferred stock
Shares of common stock reserved for issuance
Convertible warrants							473,565	47,357
Series B convertible preferred stock
Shares of common stock reserved for issuance
Convertible warrants							985,500
Series B-2 Convertible Preferred Stock Member
Shares of common stock reserved for issuance
Convertible warrants							1,931,350
Common Stock
Stockholders' Equity
Common stock, shares authorized						210,000,000
Shares issued (in shares)		1,071
Common Stock \| Common stock - voting
Stockholders' Equity
Common stock, shares authorized						150,000,000	150,000,000	150,000,000
Common Stock \| Common stock - non-voting
Stockholders' Equity
Common stock, shares authorized						50,000,000	50,000,000	50,000,000
Convertible non-voting common stock
Stockholders' Equity
Reverse stock split ratio							1

Stockholders' Equity - Transactions with Oasis Capital and Underwritten Public Offering (Details)				1 Months Ended						2 Months Ended	3 Months Ended	12 Months Ended
	Oct. 09, 2019 shares	Apr. 01, 2019 $ / shares shares	Jan. 07, 2019 $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Nov. 30, 2019 USD ($) $ / shares shares	Oct. 31, 2019 USD ($) shares	Sep. 30, 2019 $ / shares shares	Jul. 31, 2019 USD ($) $ / shares shares	Jul. 23, 2019 $ / shares shares	Jun. 14, 2019 USD ($) shares	Mar. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) security $ / shares shares	Dec. 31, 2018 USD ($) shares	Oct. 03, 2019 shares
Amount of shares issued \| $													$ 2,055,874
Stock issuance and other costs \| $													2,117,550
Convertible debt payable \| $													11,239,170
Issuance of common stock for Tempesta Settlement, October 2019 \| $												$ 48,800	1,607,421
Principal amount \| $						$ 550,000
Number roof shares issued in exchange of cessation of royalty payments						40,000
Compensation \| $												$ 140,000	$ 6,425
Warrants to purchase (in shares)				9,580								9,580	10,849
Issuance of common stock in exchange for services (in shares)						40,000
Issuance of warrants \| $												$ 1,035,000
Tempesta \| Termination of Tempesta Royalty License Agreement
Cash paid \| $						$ 50,000
Number roof shares issued in exchange of cessation of royalty payments						40,000
Compensation \| $						$ 48,800
Issuance of common stock in exchange for services (in shares)						40,000
Angel Pond Capital LLC
Number roof shares issued in exchange of cessation of royalty payments						166,667
Issuance of common stock in exchange for services (in shares)						166,667
Private placement
Gross proceeds from issuance \| $												$ 1,500,000
Issuance of common stock (In shares)												2,500,000
Warrants to purchase (in shares)				1,250,000								1,250,000
Series B convertible preferred stock
Units issued								10,787				10,787
Number of warrants are converted for each share								1
Number of shares issued for preferred stock converted									500
Stock issuance and other costs \| $												$ 875,184
Warrants to purchase (in shares)				985,500								985,500
Series B-1 Convertible Preferred Stock
Warrants to purchase (in shares)	63			63								63		63
Common stock - voting
Units issued												2,886,500
Issuance of common stock (In shares)													17,075
Amount of shares issued \| $													$ 2
Issuance of common stock for Tempesta Settlement, October 2019 (in shares)												40,000	13,665
Issuance of common stock for Tempesta Settlement, October 2019 \| $												$ 4	$ 1
Number roof shares issued in exchange of cessation of royalty payments												166,667	47
Compensation \| $												$ 17
Issuance of common stock in exchange for services (in shares)												166,667	47
Issuance of warrants \| $												$ 250
Series 1 warrants
Warrants issued							8,280,000	8,280,000
Number of warrants are converted for each share						19,841
Term of warrant								5 years
Exercise price (in dollars per share) \| $ / shares							$ 1.40	$ 2.00
Warrants exercised (shares)												1,250,000
Gross proceeds \| $												$ 1,750,001
Issuance of warrants \| $								$ 5,025,515
Series 1 warrants \| Series B-1 Convertible Preferred Stock
Warrants exercised (shares)	1,250,000
Series 1 warrants \| Common stock - voting
Units issued												28
Series 2 warrants
Warrants issued								8,280,000
Term of warrant								5 years
Exercise price (in dollars per share) \| $ / shares								$ 2.00
Issuance of warrants \| $								$ 5,025,515				$ 5,025,515
PIPE Financing warrants, Dec 2019
Term of warrant				5 years								5 years
Amount of shares issued \| $												$ 1,035,000
Exercise price (in dollars per share) \| $ / shares				$ 0.78								$ 0.78
Gross proceeds \| $												$ 1,500,000
Number of securities \| security												2
Issuance of warrants \| $				$ 685,969								$ 465,000	$ 30,951
PIPE Financing warrants, Dec 2019 \| Maximum
Warrants to purchase (in shares)				1,250,000								1,250,000
PIPE Financing warrants, Dec 2019 \| Private placement
Issuance of common stock (In shares)				2,500,000
Class A units
Warrants issued								2,886,500
Stock issuance and other costs \| $												$ 875,122
Class A units \| Underwritten Public Offering
Units issued								2,886,500
Public offering price \| $ / shares								$ 2.00
Number of shares in exchange for each unit								1
Number of warrants are converted for each share								1
Class A units \| Series 1 warrants
Units issued								2,886,500
Class A units \| Series 1 warrants \| Underwritten Public Offering
Number of shares in exchange for each unit								1
Class A units \| Series 2 warrants \| Underwritten Public Offering
Number of shares in exchange for each unit								1
Class B units
Units issued								10,787
Public offering price \| $ / shares								$ 1,000
Stock issuance and other costs \| $								$ 1,635,184				$ 1,635,183
Class B units \| Underwritten Public Offering
Units issued								10,787
Public offering price \| $ / shares								$ 1,000
Class B units \| Series B convertible preferred stock
Number of shares in exchange for each unit								1
Number of shares issued for preferred stock converted									500
Class B units \| Series B convertible preferred stock \| Underwritten Public Offering
Number of shares in exchange for each unit								1
Number of shares issued for preferred stock converted								500
Class B units \| Series 1 warrants
Units issued								10,787
Number of shares in exchange for each unit								500
Class B units \| Series 1 warrants \| Underwritten Public Offering
Number of shares in exchange for each unit								500
Class B units \| Series 2 warrants
Units issued								10,787
Public offering price \| $ / shares									$ 1,000
Number of shares in exchange for each unit								500	500
Class B units \| Series 2 warrants \| Underwritten Public Offering
Number of shares in exchange for each unit								500
Securities purchase agreement
Price per share \| $ / shares		$ 19.60	$ 52.50
Issuance of common stock (In shares)										4,843
Amount of shares issued \| $										$ 100,000
Common stock, shares issued											190,476
Securities purchase agreement \| Registered Direct Offering
Price per share \| $ / shares											$ 14.00
Gross proceeds from issuance \| $											$ 266,266
Issuance of common stock (In shares)											19,019
Securities purchase agreement \| Original Equity Line Offering
Common Stock, Shares Authorized		285,714	76,190
Number of shares offered			76,190
Number of additional shares authorized		285,714	114,286
Common stock, shares issued											76,190
Securities purchase agreement \| Option
Common stock, shares issued											114,286
Securities purchase agreement \| Pre-funded Warrants \| Registered public offering
Warrants to purchase (in shares)					2,222,223
Additional Exercise price (in dollars per share) \| $ / shares					$ 0.01
Gross proceeds \| $					$ 1,777,778
Net proceeds \| $					$ 1,713,275
Warrants exercised (shares)					986,000
Warrants exercised (value) \| $					$ 9,860
Securities purchase agreement \| Pre-funded Warrants \| Registered public offering \| Maximum
Exercise price (in dollars per share) \| $ / shares					$ 0.81
Securities purchase agreement \| Pre-funded Warrants \| Registered public offering \| Minimum
Exercise price (in dollars per share) \| $ / shares					$ 0.80
Angel Pond Agreement
Number roof shares issued in exchange of cessation of royalty payments						166,667
Issuance of common stock in exchange for services (in shares)						166,667
Angel Pond Agreement \| Angel Pond Capital LLC
Compensation \| $						$ 140,000
Initial Term of Contract						4 months

Stock Based Compensation - Summary of Stock Incentive Plans (Details) - USD ($)		12 Months Ended
	May 12, 2015	Dec. 31, 2019	Dec. 31, 2018
Shares Available for Grant
Beginning balance (in shares)		2,327
Ending balance (in shares)		479,829	2,327
Stock Options Outstanding
Beginning balance (in shares)		42,059
Ending balance (in shares)		3,902,675	42,059
RSUs Outstanding
Beginning balance (in shares)		5,613
Ending balance (in shares)		5,613	5,613
Options vested, exercisable and expected to vest
Weighted average grant date fair value of stock options granted (in dollars per share)		$ 1.54	$ 111.88
Number of options vested (in shares)		944,821	12,590
Weighted average fair value of options vested on grant date		$ 3.12	$ 172.07
Stock-based compensation expense		$ 2,988,544	$ 2,023,874
Inducement options issued and outstanding
Stock Based Compensation
Option shares outstanding		74	2,983
Stock Options Outstanding
Beginning balance (in shares)		2,984
Options granted (in shares)			2,993
Ending balance (in shares)		74	2,984
Options vested, exercisable and expected to vest
Weighted average grant date fair value of stock options granted (in dollars per share)			$ 93.80
Stock-based compensation expense		$ 92,506	$ 52,577
2013 Plan
Stock Based Compensation
Option shares outstanding		395
2014 Plan
Shares Available for Grant
Beginning balance (in shares)		2,327
Additional shares authorized (in shares)		4,338,197
Options granted (in shares)		(4,481,764)
Options cancelled (in shares)		621,069
Ending balance (in shares)		479,829	2,327
Stock Options Outstanding
Beginning balance (in shares)		42,059
Options granted (in shares)		4,481,764
Options cancelled (in shares)		(621,148)
Ending balance (in shares)		3,902,675	42,059
RSUs Outstanding
Beginning balance (in shares)		5,613
Ending balance (in shares)		5,613	5,613
Weighted Average Stock Option Exercise Price
Beginning balance (in dollars per share)		$ 406.36
Options granted (in dollars per share)		1.68
Options cancelled (in dollars per share)		5.51
Ending balance (in dollars per share)		$ 5.20	$ 406.36
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life (Years)		9 years 6 months 22 days	9 years 2 months 27 days
Options vested, exercisable and expected to vest
Options vested and exercisable (in shares)		904,051
Options vested and exercisable (in dollars per share)		$ 13.77
Options vested and exercisable (in years)		9 years 5 months 19 days
Options vested and expected to vest (in shares)		3,364,438
Options vested and expected to vest (in dollars per share)		$ 5.69
Options vested and expected to vest (in years)		9 years 6 months 18 days
Options exercised (in shares)		0	0
2014 Plan \| Stock options
Stock Based Compensation
Increase in share reserve based on outstanding number of shares (as a percent)	2.00%
Common Stock
Options vested, exercisable and expected to vest
Share Price		$ 0.80

Stock Based Compensation - Stock-Based Compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stock Based Compensation
Total stock-based compensation expense	$ 2,988,544	$ 2,023,874
Research and development expense
Stock Based Compensation
Total stock-based compensation expense	868,603	579,641
Sales and marketing expense
Stock Based Compensation
Total stock-based compensation expense	160,837	96,730
General and administrative expense
Stock Based Compensation
Total stock-based compensation expense	1,959,104	$ 1,347,503
Stock options and RSUs
Stock Based Compensation
Unrecognized stock-based compensation expense	$ 5,671,503
Expected weighted average period to be recognized	2 years 3 months 18 days
Minimum \| Employee stock options
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Weighted-average volatility (as a percent)	143.10%	87.40%
Weighted-average expected term (years)	5 years	5 years 1 month 6 days
Risk-free interest rate (as a percent)	1.50%	2.60%
Maximum \| Employee stock options
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Weighted-average volatility (as a percent)	145.90%	105.90%
Weighted-average expected term (years)	5 years 9 months 18 days	5 years 9 months 18 days
Risk-free interest rate (as a percent)	1.90%	2.90%

Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Calculation of basic and diluted net loss per common share
Net loss attributable to common shareholders (basic and diluted)	$ (44,726,242)	$ (32,146,057)
Shares used to compute net loss per common share, basic and diluted	4,965,337	209,729
Net loss per share attributable to common stockholders, basic and diluted	$ (9.01)	$ (153.27)

Net Loss Per Share Attributable to Common Stockholders- Excluded From Calculation (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	26,720,595	129,711
Options issued and outstanding
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	3,902,675	42,059
Restricted stock unit awards issued and outstanding
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	5,613	5,613
Warrants issued and outstanding
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	19,421,892	34,682
Series A convertible preferred stock
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	473,565	47,357
Series B convertible preferred stock
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	985,500
Series B-2 Convertible Preferred Stock Member
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	1,931,350

Income Taxes - Tax benefit (Details) - USD ($)	12 Months Ended		24 Months Ended
Income Taxes - Tax benefit (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2019
Income Taxes
Loss before provision for income taxes	$ (38,529,436)	$ (32,146,057)
Current:
Federal	10,000
Total current	10,000	0
Deferred:
Total deferred		$ 0
Total provision for income taxes	$ 10,000
Effective tax rate, differed from the federal statutory rate
Statutory rate (as a percent)	(21.00%)	(21.00%)
State taxes (as a percent)	(0.10%)	(5.60%)
Tax credits (as a percent)		(0.20%)
Goodwill and indefinite-lived intangible asset impairment (as a percent)		3.40%
Book loss on debt extinguishment (as a percent)	5.40%
Other (as a percent)	0.50%	1.00%
Effect of U.S. tax law change (as a percent)	0.00%
Valuation allowance (as a percent)	15.20%	22.40%
Effective tax rate (as a percent)			0.00%
Non-current deferred tax assets:
Net operating losses	$ 15,966,084	$ 12,156,279	$ 15,966,084
Tax credits	241,425	329,563	241,425
Stock compensation	1,363,578	1,479,325	1,363,578
Other		(573,441)
Gross non-current deferred tax assets	17,571,087	14,538,608	17,571,087
Valuation allowance	(13,884,133)	(8,512,820)	(13,884,133)
Net non-current deferred tax assets	3,686,954	6,025,788	3,686,954
Non-current deferred tax liabilities:
Other	(20,594)		(20,594)
Property and equipment	(3,666,360)	(6,025,788)	(3,666,360)
Net non-current deferred tax liability	(3,686,954)	$ (6,025,788)	$ (3,686,954)
Increase in valuation allowance	$ 5,371,313

Income Taxes - Net Operating Loss Carryover (Details)	12 Months Ended
Income Taxes - Net Operating Loss Carryover (Details)	Dec. 31, 2019 USD ($)
Net operating loss carryovers
Net operating loss carryforward amount to expire	$ 20,741,993
Net operating loss carryforward amount that will not expire	47,401,407
Federal
Net operating loss carryovers
Net operating loss carryovers	68,143,400
California
Net operating loss carryovers
Net operating loss carryovers	$ 23,705,790

Income Taxes - Tax Credit Carryover (Details) - USD ($)	12 Months Ended
Income Taxes - Tax Credit Carryover (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Tax credit carryovers
Gross net operating loss	$ 28,948,111	$ 30,823,968
Federal
Tax credit carryovers
Gross net operating loss		99,989,021
Reduction In Credit carryforwards		1,415,339
California
Tax credit carryovers
Gross net operating loss		44,557,023
Reduction In Credit carryforwards		$ 696,670
Research \| Federal
Tax credit carryovers
Tax credit carryovers	0
Research \| California
Tax credit carryovers
Tax credit carryovers	$ 382,003

Income Taxes - Reconciliation (Details) - USD ($)	12 Months Ended
Income Taxes - Reconciliation (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Reconciliation of the beginning and ending amounts of unrecognized tax benefits
Gross Unrecognized Tax Benefit - Beginning Balance	$ 100,889	$ 97,010
Increases Related to Tax Positions from Prior Years	(24,486)	(20,607)
Increases Related to Tax Positions Taken During the Current Year		24,486
Gross Unrecognized Tax Benefit - Ending Balance	$ 76,403	$ 100,889

Segment Data (Details)	12 Months Ended
Segment Data (Details)	Dec. 31, 2019 USD ($) segment	Dec. 31, 2018 USD ($)
Segment Information
Number of segments \| segment	2
Number of reportable segments \| segment	2
Revenue from external customers	$ 5,775,257	$ 4,416,145
Segment net loss	(38,539,436)	(32,146,057)
Segment assets	36,410,421	41,041,945
Less: investment in subsidiary	(29,240,965)	(29,240,965)
Less: Intercompany loan	(34,949,698)	(22,596,618)
Human Health
Segment Information
Segment net loss	(19,263,550)	(12,337,529)
Segment assets	32,431,891	37,985,935
Animal Health
Segment Information
Segment net loss	(19,275,886)	(19,808,528)
Segment assets	68,169,193	54,893,593
Product revenue, net
Segment Information
Revenue from external customers	5,775,257	4,238,756
Product revenue, net \| Human Health
Segment Information
Revenue from external customers	5,673,068	4,121,913
Product revenue, net \| Animal Health
Segment Information
Revenue from external customers	102,189	294,232
Operating Segments
Segment Information
Segment assets	$ 100,601,084	$ 92,879,528

Subsequent Events (Details)						12 Months Ended
Subsequent Events (Details)	Mar. 24, 2020 USD ($) D $ / shares shares	Mar. 23, 2020 USD ($) D $ / shares shares	Mar. 05, 2020 USD ($) $ / shares shares	Mar. 04, 2020 USD ($)	Feb. 24, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares	Sep. 30, 2019 $ / shares	Jul. 31, 2019 $ / shares
Subsequent Events
Warrants to purchase (in shares) \| shares						9,580	10,849
Amount of shares issued							$ 2,055,874
Series 1 warrants
Subsequent Events
Exercise price (in dollars per share) \| $ / shares								$ 1.40	$ 2.00
Gross proceeds						$ 1,750,001
Series 2 warrants
Subsequent Events
Exercise price (in dollars per share) \| $ / shares									$ 2.00
Private placement
Subsequent Events
Warrants to purchase (in shares) \| shares						1,250,000
Shares issued (in shares) \| shares						2,500,000
Subsequent event \| Maximum
Subsequent Events
Aggregate amount of put option on any put date or clearing date	$ 500,000
Subsequent event \| Purchase Agreement
Subsequent Events
Aggregate purchase price				$ 350,000
Percentage of net sales of Mytesi				10.00%
Percentage of worldwide revenues				10.00%
Percentage of increase in royalty repayment amount				15.00%
Subsequent event \| Purchase Agreement \| Beginning on September 4, 2020
Subsequent Events
Minimum monthly royalty repayment amount				$ 25,000
Subsequent event \| Purchase Agreement \| Beginning on March 4, 2021
Subsequent Events
Minimum monthly royalty repayment amount				43,750
Subsequent event \| Exercise Agreement \| Series 1 warrants
Subsequent Events
Warrants to purchase (in shares) \| shares					458,022
Exercise price (in dollars per share) \| $ / shares					$ 0.692
Gross proceeds					$ 317,000
Subsequent event \| Exercise Agreement \| Series 2 warrants
Subsequent Events
Warrants to purchase (in shares) \| shares		1,250,000	90,940
Exercise price (in dollars per share) \| $ / shares		$ 0.5227	$ 0.605
Gross proceeds		$ 653,400	$ 55,000.00
Subsequent event \| Exercise Agreement \| Series 2 warrants \| Minimum
Subsequent Events
Conversion price of preferred stock \| $ / shares		$ 0.4456
Subsequent event \| Exercise Agreement \| Series 2 warrants \| Maximum
Subsequent Events
Conversion price of preferred stock \| $ / shares		$ 2.00
Subsequent event \| PIPE Purchase Agreement
Subsequent Events
Number of business days \| D		15
Subsequent event \| PIPE Purchase Agreement \| Private placement
Subsequent Events
Shares issued (in shares) \| shares		1,714,283
Amount of shares issued		$ 720,000
Subsequent event \| LC Facilitator \| Original LC
Subsequent Events
Letter of Credit	475,000
Subsequent event \| LC Facilitator \| New LC
Subsequent Events
Letter of Credit	475,000
Monthly consideration payable	10,000
Reimbursable out of pocket expenses	$ 7,500
Notice term	30 days
Subsequent event \| Equity Line of Credit
Subsequent Events
Shares issued (in shares) \| shares	68,807
Term of equity purchase agreement	36 months
Threshold price \| $ / shares	$ 0.5014
Subsequent event \| Equity Line of Credit \| Minimum
Subsequent Events
Amount of shares issued	$ 2,000,000
Subsequent event \| Equity Line of Credit \| Maximum
Subsequent Events
Aggregate amount of put option	$ 2,000,000
Subsequent event \| Equity Line of Credit \| Option 1 Put
Subsequent Events
Shares issued (in shares) \| shares	200,000
Percentage of average trading volume	20.00%
Trading days \| D	10
Share issue price (in dollars per share) \| $ / shares	$ 0.436
Subsequent event \| Equity Line of Credit \| Option 2 Puts
Subsequent Events
Amount of shares issued	$ 200,000
Percentage of daily trading volume	10.00%
Subsequent event \| Chicago Venture Partners, L.P. \| Purchase Agreement
Subsequent Events
Future royalty receivable				$ 500,000