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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2020	May 08, 2020
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Entity Registrant Name	JAGUAR HEALTH, INC.
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
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001585608
Amendment Flag	false
Entity Ex Transition Period	true
Common stock - voting
Entity Common Stock, Shares Outstanding		18,513,196
Common stock - non-voting
Entity Common Stock, Shares Outstanding		40,301,237
Series A
Entity Common Stock, Shares Outstanding		5,524,926
Series B convertible preferred stock
Entity Common Stock, Shares Outstanding		1,971
Series B-2 convertible preferred stock
Entity Common Stock, Shares Outstanding		7,534

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 1,215	$ 3,495
Restricted cash	388	388
Accounts receivable	1,083	1,692
Other receivable	4	2
Inventory	2,704	2,129
Operating lease - right-of-use asset	372	553
Prepaid expenses and other current assets	1,074	1,263
Total current assets	6,840	9,522
Property and equipment, net	707	710
Intangible assets, net	25,602	26,024
Other assets	127	154
Total assets	33,276	36,410
Current liabilities:
Accounts payable	5,597	5,352
Accrued liabilities	3,309	2,922
Warrant liability	2	3
Operating lease liability	228	337
Notes payable, net of discount	7,132	6,778
Total current liabilities	16,268	15,392
Notes payable long term	400	450
Total liabilities	16,668	15,842
Commitments and contingencies (See Note 6)
Stockholders' equity:
Additional paid-in capital	145,861	142,046
Accumulated deficit	(141,026)	(133,090)
Total stockholders' equity	6,233	10,673
Total liabilities, convertible preferred stock and stockholders' equity	33,276	36,410
Series A
Current liabilities:
Series A redeemable convertible preferred stock: $0.0001 par value, 5,524,926 shares authorized at March 31, 2020 and December 31, 2019; 5,524,926 shares issued and outstanding at March 31, 2020 and December 31, 2019; (redemption amount of $12,738,822 at March 31, 2020 and December 31, 2019; liquidation preference of $9,199,002 at March 31, 2020 and December 31, 2019)	10,375	9,895
Series B convertible preferred stock
Current liabilities:
Series A redeemable convertible preferred stock: $0.0001 par value, 5,524,926 shares authorized at March 31, 2020 and December 31, 2019; 5,524,926 shares issued and outstanding at March 31, 2020 and December 31, 2019; (redemption amount of $12,738,822 at March 31, 2020 and December 31, 2019; liquidation preference of $9,199,002 at March 31, 2020 and December 31, 2019)	476	476
Stockholders' equity:
Preferred stock value	476	476
Series B-1 convertible preferred stock
Stockholders' equity:
Preferred stock value
Series B-2 convertible preferred stock
Current liabilities:
Series A redeemable convertible preferred stock: $0.0001 par value, 5,524,926 shares authorized at March 31, 2020 and December 31, 2019; 5,524,926 shares issued and outstanding at March 31, 2020 and December 31, 2019; (redemption amount of $12,738,822 at March 31, 2020 and December 31, 2019; liquidation preference of $9,199,002 at March 31, 2020 and December 31, 2019)	916	1,236
Stockholders' equity:
Preferred stock value	916	1,236
Common stock - voting
Stockholders' equity:
Common stock value	2	1
Common stock - non-voting
Stockholders' equity:
Common stock value	$ 4	$ 4

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Convertible preferred stock, shares authorized	11,000,000	11,000,000
Convertible preferred stock, shares issued	5,534,431	5,537,062
Convertible preferred stock, shares outstanding	5,534,431	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	$ 12,738,822
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	11,000
Convertible preferred stock, shares issued	1,971	1,971
Convertible preferred stock, shares outstanding	1,971	1,971
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	63
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	10,165
Convertible preferred stock, shares issued	7,534	10,165
Convertible preferred stock, shares outstanding	7,534	10,165
Common Stock
Common stock, shares authorized	210,000,000
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	18,286,196	14,273,061
Common stock, shares outstanding	18,286,196	14,273,061
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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue
Total revenue	$ 869,000	$ 1,590,000
Operating expenses
Cost of product revenue	676,000	865,000
Research and development	1,582,000	1,421,000
Sales and marketing	1,469,000	1,565,000
General and administrative	3,149,000	3,514,000
Series B convertible preferred stock inducement expense	1,647,000
Total operating expenses	8,523,000	7,365,000
Loss from operations	(7,654,000)	(5,775,000)
Interest expense	(199,000)	(547,000)
Other income (expense)	(82,000)	6,000
Change in fair value of financial instruments	(1,000)	(46,000)
Loss on extinguishment of debt		(1,942,000)
Loss before income tax expense	(7,936,000)	(8,304,000)
Income tax expense
Net loss	(7,936,000)	(8,304,000)
Net loss attributable to common shareholders	$ (8,416,000)	$ (8,304,000)
Net loss per share, basic and diluted (in dollars per share)	$ (0.56)	$ (16.84)
Weighted-average common shares outstanding, basic and diluted (in shares)	15,141,906	493,202
Accretion of Series A convertible preferred
Operating expenses
Deemed dividend	$ (480,000)
Product revenue, net
Revenue
Total revenue	$ 869,000	$ 1,590,000

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($)	Series 1, Series 2, and 2019 Bridge Note warrants Common Stock Common stock - voting	Series 1, Series 2, and 2019 Bridge Note warrants Additional paid-in capital	Series 1, Series 2, and 2019 Bridge Note warrants	Series 2 warrants and inducement offer conversion of Series B-1 convertible preferred stock Common Stock Common stock - voting	Series 2 warrants and inducement offer conversion of Series B-1 convertible preferred stock Additional paid-in capital	Series 2 warrants and inducement offer conversion of Series B-1 convertible preferred stock	PIPE Financing Warrants, Dec 2019	Private Investment in Public Entities Common Stock Common stock - voting	Private Investment in Public Entities Additional paid-in capital	Private Investment in Public Entities	Common Stock Common stock - voting	Common Stock Common stock - non-voting	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	Total
Beginning Balance at Dec. 31, 2018															$ 9,000,000
Beginning Balance (in shares) at Dec. 31, 2018															5,524,926
Ending Balance at Mar. 31, 2019															$ 9,000,000
Ending Balance (in shares) at Mar. 31, 2019															5,524,926
Beginning Balance at Dec. 31, 2018												$ 4,000	$ 99,930,000	$ (94,551,000)					$ 5,383,000
Beginning Balance (in shares) at Dec. 31, 2018											351,472	40,301,237
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of common stock, net of offering costs													2,502,000						2,502,000
Issuance of common stock, net of offering costs (in shares)											190,476
Issuance of common stock in exchange of notes payable and accrued interest											$ 1,000		6,072,000						6,073,000
Issuance of common stock in exchange of notes payable and accrued interest (in shares)											268,066
Issuance of common stock in exchange of accrued interest, January 2019													447,000						447,000
Issuance of common stock in exchange of accrued interest, January 2019 (in shares)											19,752
Issuance of common stock, net of offering costs, March 2019													266,000						266,000
Issuance of common stock, net of offering costs, March 2019 (in shares)											19,019
Stock-based compensation													427,000						427,000
Net loss														(8,304,000)					(8,304,000)
Ending Balance at Mar. 31, 2019											$ 1,000	$ 4,000	109,644,000	(102,855,000)					$ 6,794,000
Ending Balance (in shares) at Mar. 31, 2019											848,785	40,301,237
Beginning Balance at Dec. 31, 2018															$ 9,000,000
Beginning Balance (in shares) at Dec. 31, 2018															5,524,926
Ending Balance at Dec. 31, 2019															$ 9,895,000	$ 476,000		$ 1,236,000
Ending Balance (in shares) at Dec. 31, 2019															5,524,926	1,971	0	10,165	5,537,062
Beginning Balance at Dec. 31, 2018												$ 4,000	99,930,000	(94,551,000)					$ 5,383,000
Beginning Balance (in shares) at Dec. 31, 2018											351,472	40,301,237
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of common stock in PIPE financing, net of issuance costs of $51							$ 1,035,000
Ending Balance at Dec. 31, 2019											$ 1,000	$ 4,000	142,046,000	(133,090,000)					$ 10,673,000
Ending Balance (in shares) at Dec. 31, 2019											14,273,061	40,301,237
Ending Balance at Mar. 31, 2020															$ 10,375,000	$ 476,000		$ 916,000
Ending Balance (in shares) at Mar. 31, 2020															5,524,926	1,971	0	7,534	5,534,431
Increase (decrease) in Stockholders' Equity (Deficit)
Value Of Shares Issued On Exercise Of Warrants		$ 392,000	$ 392,000	$ 1,000	$ 2,340,000	$ 2,341,000
Shares Issued On Exercise Of Warrants	548,962			1,250,000
Issuance of common stock in PIPE financing, net of issuance costs of $51									$ 668,000	$ 668,000
Issuance of common stock (In shares)								1,714,283
Underwriter settlement offering cost													(185,000)						$ (185,000)
Conversion of Series B-2 convertible preferred stock into common stock													320,000					$ (320,000)
Conversion of Series B-2 convertible preferred stock into common stock (shares)											(499,890)							(2,631)
Accretion to redemption value of Series A redeemable convertible preferred stock													(480,000)		$ 480,000				(480,000)
Stock-based compensation													760,000						760,000
Net loss														(7,936,000)					(7,936,000)
Ending Balance at Mar. 31, 2020											$ 2,000	$ 4,000	$ 145,861,000	$ (141,026,000)					$ 6,233,000
Ending Balance (in shares) at Mar. 31, 2020											18,286,196	40,301,237

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Private Investment in Public Entities
Stock Transactions, Parenthetical Disclosures
Issuance costs	$ 51

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities
Net loss	$ (7,936)	$ (8,304)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	432	437
Loss on extinguishment of debt		1,942
Amortization of operating lease right-of-use-assets	191	56
Expense on modification of warrants	85
Stock-based compensation	760	427
Amortization of debt issuance costs and debt discount	14	178
Change in fair value of warrants, conversion option and derivative liability	(1)	46
Changes in assets and liabilities
Accounts receivable	609	81
Other receivable	(1)	4
Inventory	(575)	382
Prepaid expenses and other current assets	189	150
Other non-current assets	27	27
Operating lease liabilities	(119)	(93)
Accounts payable	191	1,150
Accrued expenses	191	52
Total cash used in operating activities	(4,296)	(3,465)
Cash flows from investing activities
Purchase of equipment	(7)
Total cash used in investing activities	(7)
Cash flows from financing activities
Proceeds from issuance of notes payable, net of issuance costs and debt discount	350	800
Repayment of notes payable	(50)	(100)
Proceeds from issuance of common stock		2,769
Total cash provided by financing activities	2,023	3,469
Net increase in cash and restricted cash	(2,280)	4
Cash and restricted cash at beginning of period	3,883	2,568
Cash and restricted cash at end of period	1,603	2,572
Supplemental schedule of cash flow information
Cash paid for interest	6
Supplemental schedule of non-cash financing and investing activities
Accretion to redemption value of Series A redeemable convertible preferred stock	(480)
Private Investment in Public Entities
Cash flows from financing activities
Proceeds from the issuance of convertible preferred stock	698
2019 Bridge Note Warrants
Cash flows from financing activities
Proceeds from issuance of common stock	173
Notes payable
Supplemental schedule of non-cash financing and investing activities
Common stock issued as redemption of notes payable and related interest		4,821
Issuance of warrants		893
Accounts payable and accrued expenses
Supplemental schedule of non-cash financing and investing activities
Offering costs included in accounts payable and accrued expenses	240
Series 2 warrants
Cash flows from financing activities
Proceeds from issuance of common stock	708
Series 1 warrants
Cash flows from financing activities
Proceeds from issuance of common stock	144
March 2019 letter of credit warrant
Supplemental schedule of non-cash financing and investing activities
Issuance of warrants		$ 116
Series B convertible preferred stock
Adjustments to reconcile net loss to net cash used in operating activities:
Series B convertible preferred stock inducement expense	1,647
Series A convertible preferred stock
Supplemental schedule of non-cash financing and investing activities
Accretion to redemption value of Series A redeemable convertible preferred stock	480
Series B-2 convertible preferred stock
Supplemental schedule of non-cash financing and investing activities
Conversion of Series B-2 convertible preferred stock into common stock	$ 320

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Cash and Restricted Cash:
Cash	$ 1,215	$ 3,495	$ 2,572
Restricted cash	388	388
Total cash and restricted cash	$ 1,603	$ 3,883	$ 2,572	$ 2,568

Organization and Business	3 Months Ended
Organization and Business	Mar. 31, 2020
Organization and Business
Organization and Business	1. Organization and Business Jaguar Health, Inc. (“Jaguar”, “we” 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. Food and Drug Administration (“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. On April 17, 2020, the Company received a letter from Nasdaq indicating that given the extraordinary market conditions from COVID19, Nasdaq has determined to toll the compliance periods for bid price and market value of publicly held shares through June 30, 2020. As a result, companies presently in compliance period for any Price-based Requirements will remain at that stage of the process and will not be subject to being delisted for these concerns. Starting on July 1, 2020, companies will receive the balance of any pending compliance period in effect at the start of the tolling period to regain compliance. Accordingly, since the Company had 72 calendar days remaining in its Bid compliance period as of April 16, 2020, it will, upon reinstatement of the Price-based Requirements, still have 72 calendar days from July 1, 2020, or until September 10, 2020, to regain compliance. 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. Liquidity and Going Concern The accompanying condensed 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 $141.0 million as of March 31, 2020. 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, the Company may experience disruptions in 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 condensed 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 condensed 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, the Company 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. The Company does not yet know the full extent of any impact on its business or operations. The Company 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

3 Months Ended

Mar. 31, 2020

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and on a basis consistent with the annual consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2020, or for any other future annual or interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2019.

There has been no material change to the Company's significant accounting policies during the three months March 31, 2020, as compared to the significant accounting policies described in Note 2 of the “Notes to Consolidated Financial Statements” in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

Principles of Consolidation

The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly-owned subsidiary. 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, 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 insurance limits.

For the three months ended March 31, 2020 and 2019, substantially all of the Company’s revenue has been derived from the sale of Mytesi. For the three months ended March 31, 2020, the Company earned Mytesi revenue primarily from one pharmaceutical distributor in the United States. For the three months ended March 31, 2019, the Company earned Mytesi revenue primarily from three pharmaceutical distributors in the United States, each of whom amounted to a percentage of total net revenue of at least 10%. Revenue earned from each as a percentage of total net revenue is as follows:


	Three Months Ended
	March 31,
	2020		2019
	(unaudited)
Customer 1	96	%	68	%
Customer 2	—	%	30	%
	96	%	98	%

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,
	March 31, 2020		2019
	(unaudited)
Customer 1	99	%	99	%
	99	%	99	%

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

The Company is subject to supplier concentration risk from its suppliers. The Company sources raw material used to produce the active pharmaceutical ingredient in Mytesi from two suppliers and is dependent on single third-party contract manufacturers, both for the supply of the active pharmaceutical ingredient in Mytesi, as well as for the supply of finished products for commercialization.

Fair Value

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.

Inventories

Inventories are stated at the lower of cost or net realizable value. 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.

Land, 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.

Indefinite-lived Intangible Assets

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 no impairment in the three months ended March 31, 2020 and 2019.

Leases

ASC 842, Leases, requires lessees to recognize right-of-use assets and lease liabilities for all leases with a term of 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 accumulated deficit at 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:


(in thousands)	December 31, 2018		Adoption Impact		January 1, 2019
Operating lease right-of-use assets	$	—	$	1,111	$	1,111
Operating leases liabilities, current portion		—		337		337
Operating leases liabilities, long term		—		395		395
Deferred rent		380		(380)		—

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 $38,000 and $41,000 over the term of the lease. The Company has engaged a realtor to assist us in relocating to new office space starting on or near the termination of the current lease with CA-Mission Street Limited Partnership.

Research and Development Expense

Research and development expense consist of expenses incurred in performing research and development activities including related salaries, clinical trials 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”).

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 also elected 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, Henry Schein, 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 Health, 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 $835,000 and $1,543,000 for the three months ended March 31, 2020 and 2019, respectively.

Animal

The Company recognized Neonorm revenues of $34,000 and $47,000 for the three months ended March 31, 2020 and 2019, 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 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 for the three months ended March 31, 2020 and 2019.

Modifications to equity-classified instruments

In the three months ending March 31, 2020, the Company modified certain equity-classified 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 statement of operations to the extent the modified instrument has a higher fair value; however, in certain circumstances, such as when an entire class of warrants are modified, the measured increase in fair value may be more appropriately recorded as a deemed dividend, depending upon the nature of the warrant modification.

In the three months ending March 31, 2020, the Company modified the terms of its Series B convertible preferred stock (see Note 9). For amendments to preferred stock, it is the Company’s policy to measure the impact by analogy to ASC 470-50 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 and ASC 470-20. If the amendment results in a modification, the Company follows the model in either ASC 718 or ASC 470-50, 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 forfeiture 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 determine the grant date fair value of options granted to employees, non-employees and directors.

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 condensed consolidated financial statements.

Recent Accounting Pronouncements

There have been no other new accounting pronouncements adopted by the Company during the three months ended March 31, 2020, that the Company believes are of significance or potential significance to the Company.

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.

Fair Value Measurements

3 Months Ended

Mar. 31, 2020

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 financial instruments that were measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019.


	March 31, 2020
	(unaudited)
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	2	$	2
Total fair value	$	—	$	—	$	2	$	2


	December 31, 2019
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	3	$	3
Total fair value	$	—	$	—	$	3	$	3

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


	Three Months Ended
	March 31, 2020
	Warrant
	Liability
(in thousands)	(unaudited)
Beginning fair value of Level 3 liability	$	3
Change in fair value		(1)
Ending fair value of Level 3 liability	$	2

Warrant Liability

The warrants associated with the Level 3 warrant liability activity for the three months ended March 31, 2020 were the November 2016 Series A warrants and the October 2018 Underwriter warrants, which at March 31, 2020 were valued at $3 and $2,096, respectively, in the Company’s condensed consolidated balance sheet. 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.

The Series A Warrants

The Series A warrant valuation of $3 at March 31, 2020 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.53, a strike price of $787.50 per share, an expected term of 2.20 years, volatility of 141.60% and a risk-free discount rate of 0.29%. 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 net change in the fair value of the warrants of $7 for the three months ended March 31, 2020 was recorded as a gain in the change in fair value of financial instruments in the condensed statements of operations.

The October 2018 Underwriter Warrants

The October 2018 Underwriter Warrants valuation of $2,096 at March 31, 2020 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.53, a strike price of $52.50 per share, an expected term of 3.50 years, volatility of 141.60% and a risk-free discount rate of 0.29%. 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 net change in the fair value of the warrants of $1,386 for the three months ended March 31, 2020 was recorded as a gain in the change in fair value of financial instruments in the condensed statements of operations.

- 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

Balance Sheet Components

3 Months Ended

Mar. 31, 2020

Balance Sheet Components

Balance Sheet Components

4. Balance Sheet Components

Inventory

Inventory at March 31, 2020 and December 31, 2019 consisted of the following:


	March 31,		December 31,
(in thousands)	2020		2019
	(unaudited)
Raw Material	$	551	$	457
Work in Process		1,234		1,211
Finished Goods		919		461
Inventory	$	2,704	$	2,129

Property and Equipment

Property and equipment at March 31, 2020 and December 31, 2019 consisted of the following:


	March 31,		December 31,
(in thousands)	2020		2019
	(unaudited)
Land	$	396	$	396
Lab equipment		418		411
Clinical equipment		65		65
Software		63		63
Total property and equipment at cost		942		935
Accumulated depreciation		(235)		(225)
Property and equipment, net	$	707	$	710

Depreciation and amortization expense was $10,000 and $15,000 in the three months ended March 31, 2020 and 2019, respectively.

Intangible Assets

Intangible assets at March 31, 2020 and December 31, 2019 consisted of the following:


	March 31,		December 31,
(in thousands)	2020		2019
	(unaudited)
Developed technology	$	25,000	$	25,000
Accumulated developed technology amortization		(4,444)		(4,028)
Developed technology, net		20,556		20,972
In-process research and development		4,800		8,800
Impairment		—		(4,000)
In process research and development, net		4,800		4,800
Trademarks		300		300
Accumulated trademark amortization		(54)		(48)
Trademarks, net		246		252
Total intangible assets, net	$	25,602	$	26,024

Amortization expense was $422,000 for the three months ended March 31, 2020 and 2019.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2020
Related Party Transactions
Related Party Transactions	5. 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 three months ended March 31, 2020, total fees incurred were $112,500. As of March 31, 2020, the Company had a balance due of $900,000. Letter of Credit In August 2018, to satisfy a letter of credit requirement in the Company’s office lease agreement (see Note 6), 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 Pacific 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. On March 24, 2020, the Company entered into a letter of credit agreement with Dr. Conte, the brother of Lisa Conte, the Company’s President, CEO and member of the Company’s board of directors, pursuant to which the Company will, subject to Pacific Capital Management, LLC’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 Company’s office lease agreement with a new letter of credit in the amount of $475,000. In consideration of the new letter of credit, the Company will pay Charles Conte an amount equal to $10,000 per month and reimburse up to $7,500 for reasonable out-of-pocket expenses incurred. The letter of credit will expire no earlier than December 31, 2020, provided, however that the Company, at no additional cost, may replace it on an earlier date. 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	3 Months Ended
Commitments and Contingencies	Mar. 31, 2020
Commitments and Contingencies
Commitments and Contingencies	6. Commitments and Contingencies Commitments 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: $38,000 for the first twelve months, $39,544 for the subsequent twelve months, and $41,000 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 $494,000 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, $20,000 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 $191,000 and $172,000 for the three months ended March 31, 2020 and 2019, 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 March 31, 2020, and through to the end of the lease in September 2020 are $230,000. 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. The Company is currently in discussions with Angel Pond Capital LLC on the terms to extend the agreement. 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. As of March 31, 2020, no qualifying amounts have been raised in China and no amounts are owed to Angel Pond as compensation. Asset transfer and transition commitment 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 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. 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. Settlement of Underwriter Fee In August 2018, the Company entered into an agreement with an underwriter pursuant to which the underwriter would aid the Company in identifying certain financing transactions, in exchange for a percentage fee of any such financing and warrants. In the first quarter of 2020, the Company and the underwriter agreed on a final settlement for the underwriter services comprised of a cash payment, warrants and common stock. The cash payment amount totals $386,560, of which $201,650 had been paid in September 2019, and $184,910 was accrued in March 2020 and was paid in April 2020. The Company classified these payments as issuance costs in the condensed consolidated statements of stockholders’ equity. The Company issued 1,096 warrants to the underwriter in August 2018, which were equity-classified, and in April 2020, the Company issued additional warrants to the underwriter to purchase 100,780 shares of common stock at an exercise price of $2.50 per share. Also, in April 2020, the Company issued to the underwriter 100,000 shares of the Company’s common stock. 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.

Debt

3 Months Ended

Mar. 31, 2020

Debt

Debt

7. Debt

Notes Payable

Notes payable at March 31, 2020 and December 31, 2019 consist of the following:


	March 31,		December 31,
	2020		2019
(in thousands)	(unaudited)
2019 Exchange Note 1		4,381		4,381
2019 Exchange Note 2		2,297		2,297
Tempesta Note Payable		500		550
Royalty Interest		500		—
		7,678		7,228
Less: unamortized discount and debt issuance costs		(146)		—
Note payable, net of discount	$	7,532	$	7,228
Notes payable - non-current, net	$	400	$	450
Notes payable - current, net	$	7,132	$	6,778

December 2017 Note

On December 8, 2017, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with CVP pursuant to which the Company issued a promissory note (the “Note”) in the aggregate principal amount of $1,588,000 for an aggregate purchase price of $1,100,000. The 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 Company will use the proceeds for general corporate purposes. The 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 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 note is included in notes payable in the current liabilities section of the condensed 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 Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,000 for all four CVP Notes. The standstill fee allocated to the December 2017 Note was $142,000, of which $86,000 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 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 March 2019, the Company and CVP amended the December 2017 Note agreement such that the Company prepaid principal and accrued interest of $811,000 and $179,000, respectively, in shares of the Company’s common stock. The exchange of debt for common stock was considered a substantial change to the Note and therefore the exchange resulted in extinguishment accounting and a corresponding extinguishment loss of $243,000. At March 31, 2019, the net carrying value of the December 2017 Note was $862,000. At December 31, 2018, the net carrying value of the December 2017 Note was $1,549,000.

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 $2,241,000 for an aggregate purchase price of $1,560,000. The Note carries an original issue discount of $656,000, and the initial principal balance also includes $25,000 to cover CVP's transaction expenses. The Company will use the proceeds for general corporate purposes and working capital. The 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 Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,000 for all four CVP Notes. The standstill fee allocated to the February 2018 Note was $199,000, of which $119,000 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 $102,000. 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 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 Note.

In March 2019, the Company and CVP amended the February 2018 Note agreement such that the Company prepaid principal and accrued interest of $2,045,000 and $204,000, respectively, in shares of the Company’s common stock. The exchange of debt for common stock was considered a substantial change to the Note and therefore the exchange resulted in extinguishment accounting and a corresponding extinguishment loss of $488,000. At March 31, 2019, the net carrying value of the February 2018 Note was $315,000. At December 31, 2018, the net carrying value of the February 2018 Note was $2,291,000.

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 $1,090,000 for an aggregate purchase price of $750,000. The Note carries an original issue discount of $315,000, and the initial principal balance also includes $25,000 to cover CVP's transaction expenses. The Company will use the proceeds to fully repay certain prior secured and unsecured indebtedness. The 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 Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,000 for all four CVP Notes. The standstill fee allocated to the March 2018 Note was $96,000, of which $58,000 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 $224,000. 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 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 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 $1,050,000 and $86,000, respectively, in shares of the Company’s common stock. These exchanges in whole represented four separate prepayments of principal and accrued interest, resulting in a three debt extinguishments and one debt modification. For the debt extinguishments, the Company recorded an aggregate extinguishment loss of $1,211,000. 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 Note. At March 31, 2019, the March 2018 Note had been fully extinguished. At December 31, 2018, the net carrying value of the March 2018 Note was $1,006,000.

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 $10,125,000, or $10,536,000 inclusive of accrued but unpaid interest of $411,000. The beginning principal balance of CVP Exchange Note 1 was $10,536,000, or equal to the principal balance of the two Napo convertible notes and accrued interest thereon. The maturity date of CVP Exchange Note 1 was 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 $2,297,000. The maturity date of CVP Exchange Note 2 is December 31, 2020, with an interest rate of 10%.

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 $6,154,000 and $90,000, 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. At March 31, 2020 and December 31, 2019, the net carrying value of Exchange Note 1 and Exchange Note 2 was $4,381,000 and $2,297,000, 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 March 31, 2020, the net carrying value of the Tempesta note was $500,000.

Sale of Future Royalty Interest

In March 2020, the “Company entered into a royalty interest purchase agreement (the “Purchase Agreement”) with Iliad Research and Trading, L.P., pursuant to which the Company sold to Iliad a royalty interest entitling Iliad to receive $500,000 of future royalties on sales of Mytesi 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.

Until such time as the Royalty Repayment Amount has been paid in full, the Company will pay Iliad ten percent (10%) of the Company’s Net Sales on Included Products and ten percent (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 (the “Royalty Payments”). Beginning on the six-month anniversary of the Purchase Price Date and continuing until the 12-month anniversary of the Purchase Price Date, the monthly Royalty Payment shall be the greater of (a) $25,000, and (b) the actual Royalty Payment amount Investor is entitled to for such month. Beginning on the 12-month anniversary of the Purchase Price Date and continuing until the Revenue Repayment Amount has been paid in full, the monthly Royalty Payment shall be the greater of (a) $43,750, and (b) the actual Royalty Payment amount Investor is entitled to for such month.

The Royalty Interest amount of $500,000 (or $350,000 in cash received) is classified as debt, net of a $150,000 discount. Under ASC 470-10-35-3, royalty payments to Iliad will be amortized under the interest method per ASC 835-30. Because there is no set interest rate, and because the royalty payments are variable, the discount rate is variable. After each royalty payment, the Company will use a prospective method to determine a new discount rate based on the revised estimate of remaining cash flows. The new rate is the discount rate that equates the present value of the revised estimate of remaining cash flows with the carrying amount of the debt, and it will be used to recognize interest expense for the remaining periods. At issuance, based on projected cash outflows from future revenue streams, the discount rate was 105%.

Warrants

3 Months Ended

Mar. 31, 2020

Warrant Activity

Warrants

8. Warrants

The following table summarizes information about warrants outstanding and exercisable into shares of the Company’s common stock as of March 31, 2020 and for the year ended December 31, 2019:


	Three Months Ended	Year Ended
	March 31, 2020	December 31, 2019
	(unaudited)
Warrants outstanding, beginning balance	19,421,892	34,682
Issuances	—	20,637,761
Exercises	(1,798,962)	(1,250,000)
Expirations and cancelations	—	(551)
Warrants outstanding, ending balance	17,622,930	19,421,892

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 $13,000 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 cancelation 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. 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 $71,000.

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. 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 $4,259,000.

February 2020 Modification of Certain 2019 Bridge Note Warrants

In February 2020, the Company entered into a warrant exercise agreement with a holder of its Bridge warrants, pursuant to which the holder agreed to exercise 250,000 Bridge warrants in consideration of the Company lowering the exercise price of the 250,000 warrants from $2.00 to $0.692. Upon exercise of the warrants, the Company received cash proceeds of $173,000 and in turn issued 250,000 common shares. It is the Company’s policy to determine the impact of modifications to equity-classified warrants by analogy to the share-based compensation guidance per ASC 718, Compensation – Stock Compensation. Pursuant to that guidance, and due to the modification being applicable only to a single holder of the Bridge warrants, the incremental increase of $7,000 in fair value of the modified warrants was recorded as an expense in the condensed consolidated statement of operations for the three months ended March 31, 2020.

July 2019 Series 1 Warrants

In July 2019, the Company entered into an underwriting agreement, 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 had 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 $5,025,000 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.

September 2019 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 $522,000. 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.

February 2020 Modification of the July 2019 Series 1 Warrants

In February 2020, the Company entered into a warrant exercise agreement with a holder of its Series 1 Warrants, pursuant to which the holder agreed to exercise 208,022 Series 1 Warrants in consideration of the Company lowering the exercise price of the 208,022 warrants from $2.00 to $0.692. Upon exercise of the warrants, the Company received cash proceeds of $144,000 and in turn issued 208,022 common shares. It is the Company’s policy to determine the impact of modifications to equity-classified warrants by analogy to share-based compensation guidance per ASC 718, Compensation – Stock Compensation. Pursuant to that guidance, and due to the modification being applicable only to a single holder of the Series 1 Warrants, the incremental increase of $6,413 in fair value of the modified warrants was recorded as an expense in the condensed consolidated statement of operations for the three months ended March 31, 2020.

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 $5,026,000 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.

March 5, 2020 Modification of the July 2019 Series 2 Warrants

On March 5, 2020, the Company entered into a warrant exercise agreement with a holder of its Series 2 Warrants, pursuant to which the holder agreed to exercise 90,940 Series 2 Warrants in consideration of the Company lowering the exercise price of the 90,940 warrants from $2.00 to $0.6050. Upon exercise of the warrants, the Company received cash proceeds of $55,000 and in turn issued 90,940 common shares. It is the Company’s policy to determine the impact of modifications to equity-classified warrants by analogy to share-based compensation guidance per ASC 718, Compensation – Stock Compensation. Pursuant to that guidance, and due to the modification being applicable only to a single holder of the Series 2 Warrants, the incremental increase of $6,000 in fair value of the modified warrants was recorded as an expense in the condensed consolidated statement of operations for the three months ended March 31, 2020.

March 23, 2020 Modification of the July 2019 Series 2 Warrants

On March 23, 2020, the Company entered into a Warrant Exercise and Preferred Stock Amendment Agreement (see Note 9) with a holder of its Series 2 Warrants, pursuant to which the holder agreed to exercise in cash its Series 2 Warrants to purchase an aggregate of 1,250,000 shares of Common Stock, in consideration of the Company reducing the Series 2 Warrant exercise price from $2.00 to $0.5227 per share, for gross proceeds to the Company of approximately $653,000, or $628,000 net of $25,000 of issuance costs. The Company determined the impact of this modification to be an increase in the fair value of the warrants of $65,000. Because the modification applied to a sole holder of Series 2 Warrants, the $65,000 increase in fair value was recorded as an expense in the condensed consolidated statement of operations for the three months ended March 31, 2020. The modification did not result in the reclassification of the equity-classified Series 1 Warrants from additional paid-in-capital to liability classification, and as of March 31, 2020, all 8,280,000 Series 2 Warrants have been exercised.

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 $686,000 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.

Convertible Preferred Stock

3 Months Ended

Mar. 31, 2020

Convertible Preferred Stock

Convertible Preferred Stock

9. Convertible Preferred Stock

At March 31, 2020, convertible preferred stock consisted of the following:


								Liquidation
(in thousands, except share data)	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
A		5,524,926		5,524,926	$	10,375	$	1.665
B		11,000		1,971		476		—
B-1		63		—		—		—
B-2		10,165		7,534		916		—
Non-designated		5,453,846		—		—		—
Total		11,000,000		5,534,431	$	11,767

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


								Liquidation
(in thousands, except share data)	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
A		5,524,926		5,524,926	$	9,895	$	1.665
B		11,000		1,971		476
B-1		63		—		—
B-2		10,165		10,165		1,236
Non designated		5,453,846		—		—		—
Total		11,000,000		5,537,062	$	11,607

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 $9,199,000, or $9,000,000 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 shares of common stock 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.

During the three months ended December 31, 2019, the Company determined that a Redemption Event was probable as of July 1, 2019. The Company is accreting the carrying value to the redemption amount of $12,739,000.

The redemption amount of the Series A convertible preferred stock is $12,739,000 as of March 31, 2020 and December 31, 2019. The carrying value of the Series A convertible preferred stock was $10,375,000 and $9,895,000 as of March 31, 2020 and December 31, 2019, respectively.

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 $4,240,000 was allocated to the Series B convertible preferred stock, $3,274,000 to the Series 1 Warrants and $3,274,000 to the Series 2 Warrants. Issuance costs of $1,635,000 were allocated to the Class B Units.

Holders of the Series B shares are entitled to participate equally and ratably with the holders of shares of common stock 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 $4,240,000.

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 $4,240,0000 for the accretion of the discount on the Series B Convertible Preferred Stock.

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

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 stock at the stated conversion ratio. As of March 31, 2020 and December 31, 2020, there remained 1,971 shares of Series B Convertible Preferred Stock outstanding.

In March 2020, the Company entered into a Warrant Exercise and Preferred Stock Amendment Agreement with a holder of its Series 2 Warrants, pursuant to which the holder agreed to exercise in cash its Series 2 Warrants to purchase an aggregate of 1,250,000 shares of Common Stock, in consideration of the Company reducing the warrant exercise price from $2.00 to $0.5227 per share, for gross proceeds to the Company of approximately $653,000 (see Note 8). As a further inducement to enter into the Amendment Agreement, the Company agreed to reduce the conversion price of the Company’s Series B convertible preferred stock from $2.00 to $0.4456, resulting in the application of accounting per ASC 260-10-S99-2. Because the reduction to the conversion price was an inducement, the Company applied the guidance in ASC 470-20, resulting in the recording of an inducement charge of $1,647,000 in the condensed consolidated statement of operations for the three months ended March 31, 2020.

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 $12,000, 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 $1,750,000 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 $1,750,000. 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.

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 $146,000. 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 $146,000 for the accretion of the discount on the Series B-1 Convertible Preferred Stock.

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 $385,000. 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 $385,000 for the accretion of the discount on the Series B-1 Preferred Stock.

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.

In January 2020, a holder of the Series B convertible preferred stock converted 2,631 preferred shares into 499,890 shares of common stock.

Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Stockholders' Equity

Stockholders' Equity

10. Stockholders' Equity

Common Stock

As of March 31, 2020 and December 31, 2019, the Company had reserved shares of common stock for issuance as follows:


	March 31,	December 31,
	2020	2019
	(unaudited)
Options issued and outstanding	4,508,021	3,902,675
Inducement options issued and outstanding	74	74
Options available for grant under stock option plans	160,697	479,829
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	17,622,930	19,421,892
Series A convertible preferred stock	473,565	473,565
Series B convertible preferred stock	4,423,250	985,500
Series B-2 convertible preferred stock	1,431,460	1,931,350
Total	28,625,610	27,200,498

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 1,050-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

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 retroactively 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.

Transactions with Oasis Capital

January 2019 SPA

On January 7, 2019, Jaguar 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. Jaguar 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, Jaguar 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.

March 2019 SPA

In March 2019, Jaguar entered into a securities purchase agreement with Oasis Capital pursuant to which Jaguar agreed to issue and sell, in a registered public offering by Jaguar directly to Oasis, an aggregate of 19,019 shares of common stock at an offering price of $14.00 for gross proceeds of approximately $266,000. Between March 24, 2019, the date of the March CSPA, and March 31, 2020, the Company sold an aggregate of 19,019 shares of Common Stock pursuant to the CSPA for aggregate gross proceeds of approximately $266,000.

March 2020 ELOC (Equity Line of Credit)

In March 2020, the Company entered into an equity purchase agreement (the “March 2020 ELOC”) with Oasis Capital, which provides that Oasis Capital is committed to purchase up to an aggregate of $2.0 million shares of the Company’s common stock over the 36-month term of the March 2020 ELOC.

Pursuant to the terms and conditions of the March 2020 ELOC, on any trading day selected by the Company (such date the “Put Date”), after the Securities and Exchange Commission has declared effective the registration statement registering the sale of the shares of Common Stock that may be issued to Oasis Capital LLC under the March 2020 ELOC, the Company has the right, in its sole discretion, to present to Oasis Capital LLC with a purchase notice (each a “Put Notice”), directing Oasis Capital 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 equal to $0.436 (each an “Option 1 Put”), provided that the aggregate of all Option 1 Puts and Option 2 Puts (described below) does not exceed $2.0 million.

In addition, on any date on which Oasis Capital LLC 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 to Oasis Capital with a Put Notice (each an “Option 2 Put”) directing Oasis Capital LLC 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 $0.436. The Threshold Price (defined later) 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 used to compute the Threshold Price or the Purchase Price.

The Company will control the timing and amount of sales of Common Stock to Oasis Capital LLC. Oasis Capital LLC 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 March 2020 ELOC. The shares to be issued to Oasis under the March 2020 ELOC were registered with the SEC in Apri1 2020. As of March 31, 2020, the Company had not exercised any of its put options to require Oasis to purchase common stock under the equity purchase agreement. On March 24, 2020, the Company entered into an equity purchase agreement with Oasis Capital, LLC, 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, in which the Company agreed to file one or more registration statements, registering the sale of the shares of Common Stock that may be issued to Oasis Capital under the ELOC Purchase Agreement.

March 2020 PIPE Financing

In March 2020, Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”) with certain investors, pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 1,714,283 shares of the Company’s common stock, for an aggregate purchase price of approximately $720,000, or $668,578 net of $51,422 of issuance costs.

Stock Incentive Plans

3 Months Ended

Mar. 31, 2020

Stock Incentive Plans

Stock Incentive Plans

11. Stock Incentive Plans

2013 Equity Incentive Plan

Effective November 1, 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. As of March 31, 2020, there were 384 options outstanding.

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.

As of March 31, 2020, there were 4,508,021 options outstanding and 160,697 options available for grant.

Stock Options and Restricted Stock Units (“RSUs”)

The following table summarizes incentive plan activity for the three months ended March 31, 2020

(unaudited):


				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, 2019	479,829	3,902,675	5,613	$	5.20	9.56	$	—
Additional shares authorized	286,229	—	—		—	—
Options granted	(810,000)	810,000	—		0.45	—		—
Options canceled	204,639	(204,639)	—		3.40	—		—
Options canceled not rolled back into the 2013 Plan	—	(15)	—		—	—		—
Outstanding at March 31, 2020	160,697	4,508,021	5,613	$	4.43	9.34	$	27,832
Exercisable at March 31, 2020		1,230,522		$	11.01	8.94	$	—
Vested and expected to vest at March 31, 2020		3,968,171		$	4.83	9.32	$	—

*Fair market value of JAGX common stock on March 31, 2020 was $0.48 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.

No options were exercised in the three months ended March 31, 2020.

The weighted average grant date fair value of stock options granted was $0.41 and $17.50 per share during the three months ended March 31, 2020 and 2019, respectively.

The number of options that vested in the three months ended March 31, 2020 and 2019 was 333,926 and 7,480, respectively. The grant date weighted average fair value of options that vested in the three months ended March 31, 2020 and 2019 was $2.38 and $132.81, respectively.

Stock-Based Compensation

The following table summarizes stock-based compensation expense related to stock options, inducement stock options and RSUs for the three months ended March 31, 2020 and 2019, and are included in the condensed consolidated statements of operations as follows:


	Three Months Ended
	March 31,
	2020		2019
(in thousands)	(unaudited)
Research and development expense	$	202	$	67
Sales and marketing expense		56		34
General and administrative expense		502		326
Total	$	760	$	427

As of March 31, 2020, the Company had $4,311,000 of unrecognized stock-based compensation expense for options, inducement options and restricted stock units outstanding, which is expected to be recognized over a weighted-average period of 1.83 years.

The estimated grant-date fair value of stock option grants for the three months ended March 31, 2020 and 2019 was calculated using the Black-Scholes - Merton option-pricing model using the following weighted-average assumptions:


	Three Months Ended
	March 31,
	2020		2019
	(unaudited)
Weighted-average volatility	150.1	%	108.3 - 108.5	%
Weighted-average expected term (years)	5.0		5.8
Risk-free interest rate	0.5	%	2.5 - 2.6	%
Expected dividend yield	—		—

401(k) Plan

The Company sponsors a 401(k) defined contribution plan covering all employees. There were no employer contributions to the plan from plan inception through March 31, 2020.

Net Loss Per Share Attributable to Common Stockholders

3 Months Ended

Mar. 31, 2020

Net Loss Per Share Attributable to Common Stockholders

Net Loss Per Share Attributable to Common Stockholders

12. Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share of common stock for the periods indicated:


	Three Months Ended
	March 31,
(In thousands, except share and per share data)	2020		2019
Net loss attributable to common shareholders (basic and diluted)	$	(8,416)	$	(8,304)
Shares used to compute net loss per common share, basic and diluted		15,141,906		493,202
Net loss per share attributable to common shareholders, basic and diluted	$	(0.56)	$	(16.84)

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 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 three months ended March 31, 2020 and 2019 because their inclusion would be anti-dilutive.


	March 31,	March 31,
	2020	2019
	(unaudited)
Options issued and outstanding	4,508,021	40,625
Inducement options issued and outstanding	74	2,984
Restricted stock units issued and outstanding	5,613	5,613
Warrants issued and outstanding	17,622,930	71,821
Series A convertible preferred stock	473,565	33,149,556
Series B convertible preferred stock	4,423,250	—
Series B-2 convertible preferred stock	1,431,460	—
Convertible debt	—	10,849
Total	28,464,913	33,281,448

Segment Information

3 Months Ended

Mar. 31, 2020

Segment Information

Segment Information

13. Segment Information

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 net revenues and net loss for the three months ended March 31, 2020 and 2019 consisted of:


	Three Months Ended
	March 31,
(in thousands)	2020		2019
	(unaudited)
Revenue from external customers
Human Health	$	835	$	1,543
Animal Health		34		47
Consolidated Totals	$	869	$	1,590

Segment net loss
Human Health	$	(3,200)	$	(5,512)
Animal Health		(4,736)		(2,792)
Consolidated Totals	$	(7,936)	$	(8,304)

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


	March 31,		December 31,
(in thousands)	2020		2019
Segment assets	(unaudited)
Human Health	$	30,743	$	32,432
Animal Health		68,381		68,169
Total	$	99,124	$	100,601

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


	March 31,		December 31,
	2020		2019
(in thousands)	(unaudited)
Total assets for reportable segments	$	99,124	$	100,601
Less: Investment in subsidiary		(29,241)		(29,241)
Less: Intercompany loan		(36,607)		(34,950)
Consolidated Totals	$	33,276	$	36,410

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2020
Subsequent Events
Subsequent Events	14. Subsequent Events Atlas Patent Sale and License Agreement On April 15, 2020, the Company entered into a patent purchase agreement with Atlas Sciences, LLC (“Atlas”), pursuant to which the Atlas agreed to purchase certain patents and patent applications (the “Patent Rights”) relating to Napo’s NP-500 drug product candidate for an upfront cash payment of $1.5 million. Napo and the Purchaser completed the sale simultaneously with the execution of the Purchase Agreement. The Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. Concurrently with the patent purchase, the Company entered into a license agreement with Atlas pursuant to which Atlas granted Jaguar an exclusive 10-year license to use the Patent Rights and improvements thereon to develop and commercialize NP-500 in all territories worldwide except greater China (i.e., China, Hong Kong, Taiwan and Macau), inclusive of the right to sublicense NP-500 development and commercialization rights (“the License”). Except for the License, Atlas retains all rights, title and interest in and to the Patent Rights, including all improvements and enhancements to the Patent Rights made or created by the Company under the License Agreement or made or created by or on behalf of Atlas during the term of the License Agreement. As consideration for the License, the Company is obligated to initiate a proof of concept Phase 2 study of NP-500 under an investigational new drug (“IND”) application with the U.S. Food and Drug Administration or an IND-equivalent dossier under appropriate regulatory authorities (the “Phase 2 study”) by October 15, 2020. If the Company fails to initiate the Phase 2 study by this date for any reason, including the timely receipt of adequate funding to initiate the Phase 2 study, the Company will incur a trial delay fee equal to $2,265,000 (the “Trial Delay Fee”), which amount is payable monthly over a period of approximately ten months. Atlas has the right to terminate the License in the event that the Company (i) fails to complete the Phase 2 study within five years of April 15, 2020 or (ii) has not timely initiated the Phase 2 study and thereafter fails to make three or more consecutive Trial Delay Payments. Accounts Receivable Purchase Agreement with Oasis Capital, LLC In May 2020, the Company entered into an accounts receivable purchase agreement with Oasis pursuant to which Oasis has initially agreed to purchase all of the Company's accounts receivable related to the April 2020 sales of the Company's Mytesi drug product to Cardinal Health, Inc. (the "April 2020 Accounts Receivable"). The April 2020 Accounts Receivable has a gross value of $2,754,000. Per the terms of the agreement, Oasis will receive a fee of 5.45% (the "Fee") of the $2,754,000 April 2020 Accounts Receivable following their purchase of the April 2020 Accounts Receivable for $1,032,000 (the "Purchase Price"). Oasis will return to the Company within five days any amounts collected that exceeds the sum of the Purchase Price and the Fee. As with all Mytesi gross sales, the April 2020 Accounts Receivable will be reduced by Medicare, ADAP 340B chargebacks, returns, and wholesale distribution fees based on historical trends to determine net sales. Under the agreement, Oasis is entitled to a one-time transaction fee of $25,000 and may be entitled to additional transaction fees to the extent Oasis purchases additional accounts receivable under the agreement, which fees will not exceed $5,000 per transaction. The initial term of the agreement is one year, during which period Oasis, in addition to the April 2020 receivables, can purchase additional receivables. The agreement will automatically renew for successive one-year periods unless notice of non-renewal is provided by the Company at least 30 days prior to the expiration of a term. Notwithstanding the foregoing, either Oasis or the Company may terminate the agreement on 60 days' prior written notice.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

Cash and Restricted Cash

Concentrations


	Three Months Ended
	March 31,
	2020		2019
	(unaudited)
Customer 1	96	%	68	%
Customer 2	—	%	30	%
	96	%	98	%


			December 31,
	March 31, 2020		2019
	(unaudited)
Customer 1	99	%	99	%
	99	%	99	%

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

Fair Values

Fair Value

Inventories

Land ,Property and Equipment

Land, 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.

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:


(in thousands)	December 31, 2018		Adoption Impact		January 1, 2019
Operating lease right-of-use assets	$	—	$	1,111	$	1,111
Operating leases liabilities, current portion		—		337		337
Operating leases liabilities, long term		—		395		395
Deferred rent		380		(380)		—

Operating Lease

Research and Development Expense

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

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.

The Company uses the grant date fair market value of its common stock to determine the grant date fair value of options granted to employees, non-employees and directors.

Income Taxes

Comprehensive Loss

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Schedule of adoption of the new leases standard


(in thousands)	December 31, 2018		Adoption Impact		January 1, 2019
Operating lease right-of-use assets	$	—	$	1,111	$	1,111
Operating leases liabilities, current portion		—		337		337
Operating leases liabilities, long term		—		395		395
Deferred rent		380		(380)		—

Customer risk | Total net revenue

Schedule of concentration risk


	Three Months Ended
	March 31,
	2020		2019
	(unaudited)
Customer 1	96	%	68	%
Customer 2	—	%	30	%
	96	%	98	%

Credit risk | Total accounts receivable

Schedule of concentration risk


			December 31,
	March 31, 2020		2019
	(unaudited)
Customer 1	99	%	99	%
	99	%	99	%

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Measurements

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


	March 31, 2020
	(unaudited)
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	2	$	2
Total fair value	$	—	$	—	$	2	$	2


	December 31, 2019
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	3	$	3
Total fair value	$	—	$	—	$	3	$	3

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


	Three Months Ended
	March 31, 2020
	Warrant
	Liability
(in thousands)	(unaudited)
Beginning fair value of Level 3 liability	$	3
Change in fair value		(1)
Ending fair value of Level 3 liability	$	2

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2020

Balance Sheet Components

Schedule of inventory


	March 31,		December 31,
(in thousands)	2020		2019
	(unaudited)
Raw Material	$	551	$	457
Work in Process		1,234		1,211
Finished Goods		919		461
Inventory	$	2,704	$	2,129

Schedule of property and equipment


	March 31,		December 31,
(in thousands)	2020		2019
	(unaudited)
Land	$	396	$	396
Lab equipment		418		411
Clinical equipment		65		65
Software		63		63
Total property and equipment at cost		942		935
Accumulated depreciation		(235)		(225)
Property and equipment, net	$	707	$	710

Schedule of intangible assets


	March 31,		December 31,
(in thousands)	2020		2019
	(unaudited)
Developed technology	$	25,000	$	25,000
Accumulated developed technology amortization		(4,444)		(4,028)
Developed technology, net		20,556		20,972
In-process research and development		4,800		8,800
Impairment		—		(4,000)
In process research and development, net		4,800		4,800
Trademarks		300		300
Accumulated trademark amortization		(54)		(48)
Trademarks, net		246		252
Total intangible assets, net	$	25,602	$	26,024

Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt

Schedule of notes payable


	March 31,		December 31,
	2020		2019
(in thousands)	(unaudited)
2019 Exchange Note 1		4,381		4,381
2019 Exchange Note 2		2,297		2,297
Tempesta Note Payable		500		550
Royalty Interest		500		—
		7,678		7,228
Less: unamortized discount and debt issuance costs		(146)		—
Note payable, net of discount	$	7,532	$	7,228
Notes payable - non-current, net	$	400	$	450
Notes payable - current, net	$	7,132	$	6,778

Warrants (Tables)

3 Months Ended

Mar. 31, 2020

Warrant Activity

Summary of warrant activity


	Three Months Ended	Year Ended
	March 31, 2020	December 31, 2019
	(unaudited)
Warrants outstanding, beginning balance	19,421,892	34,682
Issuances	—	20,637,761
Exercises	(1,798,962)	(1,250,000)
Expirations and cancelations	—	(551)
Warrants outstanding, ending balance	17,622,930	19,421,892

Convertible Preferred Stock (Tables)

3 Months Ended

Mar. 31, 2020

Convertible Preferred Stock

Schedule of convertible preferred stock


								Liquidation
(in thousands, except share data)	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
A		5,524,926		5,524,926	$	10,375	$	1.665
B		11,000		1,971		476		—
B-1		63		—		—		—
B-2		10,165		7,534		916		—
Non-designated		5,453,846		—		—		—
Total		11,000,000		5,534,431	$	11,767

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


								Liquidation
(in thousands, except share data)	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
A		5,524,926		5,524,926	$	9,895	$	1.665
B		11,000		1,971		476
B-1		63		—		—
B-2		10,165		10,165		1,236
Non designated		5,453,846		—		—		—
Total		11,000,000		5,537,062	$	11,607

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2020

Stockholders' Equity

Schedule of common reserved shares of common stock for issuance


	March 31,	December 31,
	2020	2019
	(unaudited)
Options issued and outstanding	4,508,021	3,902,675
Inducement options issued and outstanding	74	74
Options available for grant under stock option plans	160,697	479,829
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	17,622,930	19,421,892
Series A convertible preferred stock	473,565	473,565
Series B convertible preferred stock	4,423,250	985,500
Series B-2 convertible preferred stock	1,431,460	1,931,350
Total	28,625,610	27,200,498

Stock Incentive Plans (Tables)

3 Months Ended

Mar. 31, 2020

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, 2019	479,829	3,902,675	5,613	$	5.20	9.56	$	—
Additional shares authorized	286,229	—	—		—	—
Options granted	(810,000)	810,000	—		0.45	—		—
Options canceled	204,639	(204,639)	—		3.40	—		—
Options canceled not rolled back into the 2013 Plan	—	(15)	—		—	—		—
Outstanding at March 31, 2020	160,697	4,508,021	5,613	$	4.43	9.34	$	27,832
Exercisable at March 31, 2020		1,230,522		$	11.01	8.94	$	—
Vested and expected to vest at March 31, 2020		3,968,171		$	4.83	9.32	$	—

*Fair market value of JAGX common stock on March 31, 2020 was $0.48 per share.

Summary of stock-based compensation expense


	Three Months Ended
	March 31,
	2020		2019
(in thousands)	(unaudited)
Research and development expense	$	202	$	67
Sales and marketing expense		56		34
General and administrative expense		502		326
Total	$	760	$	427

Employee stock options

Stock Based Compensation

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


	Three Months Ended
	March 31,
	2020		2019
	(unaudited)
Weighted-average volatility	150.1	%	108.3 - 108.5	%
Weighted-average expected term (years)	5.0		5.8
Risk-free interest rate	0.5	%	2.5 - 2.6	%
Expected dividend yield	—		—

Net Loss Per Share Attributable to Common Stockholders (Tables)

3 Months Ended

Mar. 31, 2020

Net Loss Per Share Attributable to Common Stockholders

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


	Three Months Ended
	March 31,
(In thousands, except share and per share data)	2020		2019
Net loss attributable to common shareholders (basic and diluted)	$	(8,416)	$	(8,304)
Shares used to compute net loss per common share, basic and diluted		15,141,906		493,202
Net loss per share attributable to common shareholders, basic and diluted	$	(0.56)	$	(16.84)

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


	March 31,	March 31,
	2020	2019
	(unaudited)
Options issued and outstanding	4,508,021	40,625
Inducement options issued and outstanding	74	2,984
Restricted stock units issued and outstanding	5,613	5,613
Warrants issued and outstanding	17,622,930	71,821
Series A convertible preferred stock	473,565	33,149,556
Series B convertible preferred stock	4,423,250	—
Series B-2 convertible preferred stock	1,431,460	—
Convertible debt	—	10,849
Total	28,464,913	33,281,448

Segment Information (Tables)

3 Months Ended

Mar. 31, 2020

Segment Information

Schedule of reportable segments net revenue and net loss


	Three Months Ended
	March 31,
(in thousands)	2020		2019
	(unaudited)
Revenue from external customers
Human Health	$	835	$	1,543
Animal Health		34		47
Consolidated Totals	$	869	$	1,590

Segment net loss
Human Health	$	(3,200)	$	(5,512)
Animal Health		(4,736)		(2,792)
Consolidated Totals	$	(7,936)	$	(8,304)

Schedule of reportable segments assets


	March 31,		December 31,
(in thousands)	2020		2019
Segment assets	(unaudited)
Human Health	$	30,743	$	32,432
Animal Health		68,381		68,169
Total	$	99,124	$	100,601

Schedule of reconciliation of segments assets to the consolidated assets


	March 31,		December 31,
	2020		2019
(in thousands)	(unaudited)
Total assets for reportable segments	$	99,124	$	100,601
Less: Investment in subsidiary		(29,241)		(29,241)
Less: Intercompany loan		(36,607)		(34,950)
Consolidated Totals	$	33,276	$	36,410

Organization and Business - (Details)	3 Months Ended
Organization and Business - (Details)	Mar. 31, 2020 segment
Organization and Business
Number of operations segments	2

Organization and Business - Liquidity and Going Concern (Details) - USD ($) $ in Thousands	Jul. 01, 2020	Apr. 16, 2020	Mar. 31, 2020	Dec. 31, 2019
Accumulated deficit			$ (141,026)	$ (133,090)
Subsequent event
Remaining bid compliance period	72 days	72 days

Summary of Significant Accounting Policies - Concentrations (Details) - item	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Total net revenue \| Customer 1
Concentrations
Concentration risk (as a percentage)	96.00%	68.00%
Total net revenue \| Customer 2
Concentrations
Concentration risk (as a percentage)		30.00%
Total net revenue \| Customer 3
Concentrations
Concentration risk (as a percentage)	96.00%	98.00%
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
Concentrations
Concentration risk (as a percentage)	99.00%	99.00%
Total accounts receivable \| Customer 1
Concentrations
Concentration risk (as a percentage)	99.00%	99.00%

Summary of Significant Accounting Policies - Land, Property and Equipment and Indefinite-lived Intangible Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Goodwill impairment charges
Impairment of indefinite-lived intangible assets	$ 0	$ 0
Minimum
Goodwill
Estimated useful lives	3 years
Maximum
Goodwill
Estimated useful lives	10 years

Summary of Significant Accounting Policies - Leases (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating leases liabilities, current portion	$ 228,000	$ 337,000
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Monthly base rents	38,000
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Monthly base rents	$ 41,000
ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease - right-of-use asset			$ 1,111
Operating leases liabilities, current portion			337
Operating leases liabilities, long term			395
Deferred rent				$ 380
Adoption Impact \| ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease - right-of-use asset			1,111
Operating leases liabilities, current portion			337
Operating leases liabilities, long term			395
Deferred rent			$ (380)

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Product Revenue
Practical Expedients, not disclose the value of unsatisfied performance obligations	true
Mytesi
Disaggregation of Product Revenue
Product revenue	$ 835,000	$ 1,543,000
Neonorm
Disaggregation of Product Revenue
Product revenue	$ 34,000	$ 47,000

Summary of Significant Accounting Policies - Revenue Recognition - Collaboration Revenue (Details) - USD ($)		3 Months Ended
	Sep. 24, 2018	Mar. 31, 2020	Mar. 31, 2019
Collaboration Revenue
Collaboration revenue		$ 0	$ 0
Revenues		$ 869,000	$ 1,590,000
Knight
Collaboration Revenue
License agreement term (in years)	15 years
Transfer price receivable upon achievement of certain regulatory and sales milestones	$ 18,000,000

Fair Value Measurements - Estimated fair value of Level 3 (Details) - Level 3 - Recurring $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning value of Level 3 liability	$ 3
Change in fair value	(1)
Ending fair value of level 3 liability	$ 2

Fair Value Measurements - Estimated Fair Value of Warrant Liability (Details)	3 Months Ended
	Mar. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($) $ / shares	Jul. 31, 2019 $ / shares	Jul. 23, 2019 USD ($)
Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	$ 2,000	$ 3,000
Change in fair value	$ (1,000)
Series A Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	0.53	0.65
Series A Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	787.50	787.50
Series A Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)	2 years 2 months 12 days	2 years 4 months 28 days
Series A Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	141.60	143.41
Series A Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	0.29	1.62
Series 1 warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)			5 years
Series 1 warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares			1.73
Series 1 warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares			2.00
Series 1 warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability			5.0
Series 1 warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability			109.25
Series 1 warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability			1.83
Underwriter Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	0.53	0.65
Underwriter Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	52.50	52.50
Underwriter Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)	3 years 6 months	3 years 9 months 4 days
Underwriter Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	141.60	143.41
Underwriter Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	0.29	1.69
2019 Bridge Note Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant				$ 4,259,000
Warrant liability \| Series A Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	$ 3
Warrant liability		10
Change in fair value	7
Warrant liability \| Series A Warrants \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	3	$ 10
Warrant liability \| Underwriter Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	2,096	3,482
Change in fair value	1,386
Warrant liability \| Underwriter Warrants \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	$ 2,096	3,482
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 \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant		$ 0

Balance Sheet Components - Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Inventory, Gross [Abstract]
Raw Material	$ 551	$ 457
Work in Process	1,234	1,211
Finished Goods	919	461
Inventory	$ 2,704	$ 2,129

Balance Sheet Components - Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Land, Property and Equipment
Total property and equipment at cost	$ 942,000		$ 935,000
Accumulated depreciation	(235,000)		(225,000)
Property and equipment, net	707,000		710,000
Depreciation and amortization expense	10,000	$ 15,000
Land
Land, Property and Equipment
Total property and equipment at cost	396,000		396,000
Lab equipment
Land, Property and Equipment
Total property and equipment at cost	418,000		411,000
Clinical equipment
Land, Property and Equipment
Total property and equipment at cost	65,000		65,000
Software
Land, Property and Equipment
Total property and equipment at cost	$ 63,000		$ 63,000

Balance Sheet Components - Intangible assets (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Intangible assets
Impairment	$ 0	$ 0
Finite-lived intangible assets, net	25,602,000		$ 26,024,000
Total intangible assets, net	25,602,000		26,024,000
Amortization expense	422,000	$ 422,000
Developed technology
Intangible assets
Total intangible assets	25,000,000		25,000,000
Accumulated amortization	(4,444,000)		(4,028,000)
Finite-lived intangible assets, net	20,556,000		20,972,000
In process research and development
Intangible assets
Total intangible assets	4,800,000		8,800,000
Impairment			(4,000,000)
Finite-lived intangible assets, net	4,800,000		4,800,000
Trademarks
Intangible assets
Total intangible assets	300,000		300,000
Accumulated amortization	(54,000)		(48,000)
Finite-lived intangible assets, net	$ 246,000		$ 252,000

Related Party Transactions - Management Services Agreement (Details) - Sagard Capital Partners, L.P. - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2020
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		$ 112,500
Payable amount		$ 900,000

Related Party Transactions - Letter of Credit (Details) - USD ($)		1 Months Ended		3 Months Ended
	Mar. 24, 2020	Nov. 30, 2019	Aug. 31, 2018	Mar. 31, 2020
Related party Transactions
Standby letter of credit received as collateral				$ 475,000
Warrants to purchase (in shares)				9,580
Letter of credit \| Dr. A. Conte
Related party Transactions
Principal amount	$ 475,000
Consideration	10,000
Expenses reimbursable	$ 7,500
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
Payment of additional consideration		$ 45,000

Related Party Transactions - 2019 Bridge Notes (Details) - 2019 Bridge Notes	3 Months Ended
	Jun. 26, 2019 USD ($) item shares
Related Party Transaction [Line Items]
Number of members of Board of Directors \| item	3
Jonathan Siegel DBA JBS Healthcare Ventures
Related Party Transaction [Line Items]
Principal amount \| $	$ 75,000
Number of warrants are converted for each share \| shares	34,375
Sagard Capital Partners
Related Party Transaction [Line Items]
Principal amount \| $	$ 500,000
Number of warrants are converted for each share \| shares	187,500
Lisa Conte
Related Party Transaction [Line Items]
Principal amount \| $	$ 100,000
Number of warrants are converted for each share \| shares	37,500
James Bochnowski
Related Party Transaction [Line Items]
Principal amount \| $	$ 350,000
Number of warrants are converted for each share \| shares	218,750
Jonathan Glaser
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)	3 Months Ended
Commitments and Contingencies - Commitments (Details)	Mar. 31, 2020 USD ($) shares	Mar. 31, 2019 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Aug. 28, 2018 ft²
Commitments and Contingencies
Monthly base rent for first twelve months	$ 38,000
Monthly base rent for subsequent twelve months	39,544
Monthly base rent for final months	41,000
Standby letter of credit received as collateral	$ 475,000
Term	5 years
Warrants to purchase (in shares) \| shares	9,580
Fair value of warrants included in stockholders equity	$ 494,000
Non-cash rent expense per month	20,000
Future minimum lease payments under non-cancelable operating lease			$ 230,000	$ 230,000
Minimum
Commitments and Contingencies
Lease expense under non-cancelable operating lease	38,000
Maximum
Commitments and Contingencies
Lease expense under non-cancelable operating lease	41,000
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	$ 191,000	$ 172,000
Office lease extension agreement
Commitments and Contingencies
Area (in square feet) \| ft²						6,311

Commitments and Contingencies - Angel Pond Agreement (Details) - Angel Pond Capital LLC - USD ($)	1 Months Ended
	Oct. 31, 2019	Mar. 31, 2020
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Issuance of common stock in exchange for services (in shares)	166,667
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%
Capital raised in China		$ 0
Compensation payable		$ 0

Commitments and Contingencies - Asset transfer and transition commitment update (Details) $ in Millions	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	$ 7.0
Payments made to date to Glenmark	$ 0.0

Commitments and Contingencies - Revenue sharing commitment update (Details) - USD ($) $ in Millions		3 Months Ended
	Dec. 14, 2017	Mar. 31, 2020
Long-term Purchase Commitment [Line Items]
Payments made to date to SEED		$ 0.0
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%

Commitments and Contingencies - Settlement of Underwriter Fee (Details) - USD ($)	1 Months Ended			3 Months Ended	12 Months Ended
	Apr. 30, 2020	Sep. 30, 2019	Aug. 31, 2018	Mar. 31, 2020	Dec. 31, 2019
Number of pre-funded warrants issued					20,637,761
Convertible warrants				9,580
Underwriter
Number of pre-funded warrants issued			1,096
Payments of underwriters settlement fee		$ 201,650		$ 386,560
Underwriters settlement fee	$ 184,910
Convertible warrants	100,780
Exercise price (in dollars per share)	$ 2.50
Issuance of common stock (In shares)	100,000

Debt - Notes Payable (Details) - USD ($)	1 Months Ended
Debt - Notes Payable (Details) - USD ($)	Oct. 31, 2019	May 31, 2019	Mar. 31, 2020	Dec. 31, 2019	Mar. 21, 2018
Notes payable
Notes payable, net of discount			$ 7,132,000	$ 6,778,000
Notes payable - current, net			400,000	450,000
Notes payable - current, net			400,000	450,000
Notes payable
Notes payable
Principal amount			7,678,000	7,228,000
Less: unamortized debt discount and net issuance costs			(146,000)
Note payable, net			7,532,000	7,228,000
Notes payable, net of discount			400,000	450,000
Notes payable - current, net			7,132,000	6,778,000
Notes payable - current, net			7,132,000	6,778,000
March 2018 note payable \| Securities purchase agreement
Notes payable
Less: unamortized debt discount and net issuance costs					$ (315,000)
2019 Exchange Note 1
Notes payable
Accrued interest on notes payable		$ 411,000
Notes payable		$ 10,125,000
Interest rate (as a percent)		10.00%
2019 Exchange Note 1 \| Notes payable
Notes payable
Principal amount			4,381,000	4,381,000
2019 Exchange Note 2
Notes payable
Notes payable		$ 2,297,000
Interest rate (as a percent)		10.00%
2019 Exchange Note 2 \| Notes payable
Notes payable
Principal amount			2,297,000	2,297,000
Tempesta Note Payable
Notes payable
Principal amount	$ 550,000		500,000
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
Principal amount			500,000	$ 550,000
Royalty Interest \| Notes payable
Notes payable
Principal amount			$ 500,000

Debt - Securities Purchase Agreement (Details)					1 Months Ended	3 Months Ended
Debt - Securities Purchase Agreement (Details)	Aug. 02, 2018 USD ($)	Mar. 21, 2018 USD ($)	Feb. 26, 2018 USD ($)	Dec. 08, 2017 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($) NotesSeries item	Dec. 31, 2019 USD ($)
Debt
Proceeds from issuance of notes payable, net of issuance costs and debt discount						$ 350,000	$ 800,000
Number of notes for which standstill fee paid \| NotesSeries								4
Standstill fee								$ 199,000
Increase in principal balance of notes payable								119,000
Standstill fee paid in cash								80,000
Loss on extinguishment of debt							(1,942,000)
Change in warrant liability						1,000	46,000
Chicago Venture Partners, L.P.
Debt
Total standstill fee								$ 499,000
Number of notes for which standstill fee paid \| item								4
Securities purchase agreement \| Chicago Venture Partners, L.P.
Debt
Principal amount		$ 1,090,000
Securities purchase agreement \| Promissory Note, December 08, 2017 \| Chicago Venture Partners, L.P.
Debt
Principal amount				$ 1,588,000
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					$ 862,000		862,000	$ 1,549,000
Maximum aggregate redemption amount	$ 500,000
Standstill fee								142,000
Increase in principal balance of notes payable								86,000
Standstill fee paid in cash								56,000
Repayments of notes payable, principal					811,000
Repayments of notes payable, interest					179,000
Loss on extinguishment of debt					243,000
Securities purchase agreement \| February 2018 note payable \| Chicago Venture Partners, L.P.
Debt
Principal amount			$ 2,241,000
Proceeds from issuance of notes payable, net of issuance costs and debt discount			1,560,000
Original issue discount			656,000
Transaction expenses			$ 25,000
Interest rate (as a percent)			8.00%
Repayments of notes payable, principal					2,045,000
Repayments of notes payable, interest					204,000
Loss on extinguishment of debt					$ 488,000			102,000
Carrying value of notes						$ 315,000			$ 2,291,000
Securities purchase agreement \| March 2018 note payable
Debt
Discounts		315,000
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%
Standstill fee								96,000
Increase in principal balance of notes payable								58,000
Standstill fee paid in cash								38,000
Repayments of notes payable, principal							1,050,000
Repayments of notes payable, interest							86,000
Loss on extinguishment of debt							$ 1,211,000	224,000
Carrying value of notes								$ 1,006,000

Debt - 2019 Exchange Notes (Details)	1 Months Ended	3 Months Ended
Debt - 2019 Exchange Notes (Details)	May 31, 2019 USD ($) item	Mar. 31, 2020 USD ($)	Jul. 31, 2019 USD ($) shares	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Loss on extinguishment of debt				$ (1,942,000)
Exchange Notes
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Number of Napo convertible notes \| item	2
Number of Napo convertible notes exchanged for CVP note \| item	2
Convertible debt payable		6,678,461			$ 6,678,461
2019 Exchange Note 1
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Principal amount	$ 10,125,000
Principal amount and accrued interest	10,536,000
Accrued interest on notes payable	$ 411,000
Interest rate (as a percent)	10.00%
Common stock issued in exchange of debt \| shares			1,119,440
Convertible debt payable		4,381,000			4,381,000
Repayments of notes payable, principal			$ 6,154,000
Repayments of notes payable, interest			$ 90,000
Share issued for principal and interest payment \| shares			1,119,440
2019 Exchange Note 2
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Principal amount	$ 2,297,000
Interest rate (as a percent)	10.00%
Convertible debt payable		$ 2,297,000			$ 2,297,000

Debt - 2019 notes (Details) - Tempesta Note Payable - USD ($)	1 Months Ended
	Oct. 31, 2019	Mar. 31, 2020
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
Principal amount	$ 550,000	$ 500,000

Debt - Sale of Future Royalty Interest (Details)	1 Months Ended	3 Months Ended
Debt - Sale of Future Royalty Interest (Details)	Mar. 31, 2020 USD ($)	Mar. 31, 2020 USD ($)
Debt Instrument [Line Items]
Future royalty receivable	$ 500,000	$ 500,000
Cash received on royalty		350,000
Royalty discount		$ 150,000
Royalty discount rate		105.00%
Purchase Agreement
Debt Instrument [Line Items]
Future royalty receivable	500,000	$ 500,000
Aggregate purchase price	$ 350,000	$ 350,000
Percentage of net sales of Mytesi	10.00%
Percentage of worldwide revenues	10.00%
Purchase Agreement \| Beginning on September 2020
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount	$ 25,000
Purchase Agreement \| Beginning on March 2021
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount	$ 43,750

Warrants - Warrants outstanding and exercisable (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Warrant Activity
Warrants outstanding, beginning balance	19,421,892	34,682
Issuances		20,637,761
Exercises	(1,798,962)	(1,250,000)
Expirations and cancelations		(551)
Warrants outstanding, ending balance	17,622,930	19,421,892

Warrants - Ladenburg Warrants (Details)		1 Months Ended
Warrants - Ladenburg Warrants (Details)	Jul. 23, 2019 USD ($) shares	Mar. 31, 2019 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares
Warrant Activity
Warrants to purchase (in shares) \| shares			9,580
Warrant liability \| $			$ 2,000	$ 3,000
Series A Warrants \| Stock price
Warrant Activity
Warrants - Measurement input			0.53	0.65
Series A Warrants \| Strike price
Warrant Activity
Warrants - Measurement input			787.50	787.50
Series A Warrants \| Volatility
Warrant Activity
Warrants - Measurement input			141.60	143.41
Series A Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input			0.29	1.62
Underwriter Warrants \| Stock price
Warrant Activity
Warrants - Measurement input			0.53	0.65
Underwriter Warrants \| Strike price
Warrant Activity
Warrants - Measurement input			52.50	52.50
Underwriter Warrants \| Volatility
Warrant Activity
Warrants - Measurement input			141.60	143.41
Underwriter Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input			0.29	1.69
March 2019 LOC Warrants
Warrant Activity
Warrants exercisable \| shares	45,750
Fair value of warrants \| $	$ 71,000
Securities purchase agreement \| March 2019 Ladenburg Warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Shares issued (in shares) \| shares		19,019
Warrant Activity
Warrants to purchase (in shares) \| shares		761
Exercise price (in dollars per share)		$ 17.50
Warrant liability \| $		$ 13,000
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Stock price
Warrant Activity
Warrants - Measurement input		17.50
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Strike price
Warrant Activity
Warrants - Measurement input		18.90
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| $		5
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Volatility
Warrant Activity
Warrants - Measurement input		146
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input		2.21

Warrants - 2019 Bridge Note Warrants (Details)						1 Months Ended				3 Months Ended
Warrants - 2019 Bridge Note Warrants (Details)	Mar. 23, 2020 USD ($) $ / shares	Mar. 05, 2020 USD ($) $ / shares shares	Jul. 23, 2019 USD ($) shares	Jun. 26, 2019 USD ($) item	Jun. 26, 2019 USD ($)	Mar. 31, 2020 USD ($) $ / shares	Feb. 29, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	Jul. 31, 2019 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares	Sep. 30, 2019 $ / shares shares	Mar. 31, 2019 USD ($)	Mar. 22, 2020 $ / shares	Mar. 04, 2020 $ / shares	Feb. 01, 2020 $ / shares	Jan. 31, 2020 $ / shares	Dec. 31, 2019 USD ($)	Oct. 31, 2019 shares	May 31, 2019 USD ($)
Debt
Gains (Losses) on Extinguishment of Debt \| $												$ (1,942,000)
Aggregate purchase price of warrants \| $						$ 2,000				2,000							$ 3,000
Gross proceeds from issuance of warrants \| $	$ 653,000
Proceeds from Issuance of Warrants \| $	653,000
Series B convertible preferred stock
Debt
Number of shares issued for preferred stock converted									500
Class A units \| Underwritten Public Offering
Debt
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
Units issued									10,787
Unit Price \| $ / shares									$ 1,000
Issuance costs \| $									$ 1,635,000
Class B units \| Series B convertible preferred stock
Debt
Units issued									10,787
Class B units \| Underwritten Public Offering
Debt
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
Number of warrants are converted for each share			500
2019 Bridge Note Warrants
Debt
Debt Instrument, Face Amount \| $				$ 5,050,000	$ 5,050,000
Number Of Promissory Notes Issued				21	21
Fair value of warrant \| $			$ 4,259,000
Warrants exercisable			2,781,250
Class of Warrant or Right, Number of Securities Exercisable			2,781,250
Series 1 warrants
Debt
Warrants exercisable							208,022
Warrants issued								8,280,000			8,280,000
Issuance of warrants \| $									$ 5,025,000
Impact of modification \| $								$ 522,000
Impact of modification previously reported \| $										6,413
Number of warrants are converted for each share																		19,841
Term of warrant									5 years
Exercise price (in dollars per share) \| $ / shares							$ 0.692	$ 1.40	$ 2.00		$ 1.40					$ 2.00
Gross proceeds from issuance of warrants \| $							$ 144,000
Class of Warrant or Right, Number of Securities Exercisable							208,022
Proceeds from Issuance of Warrants \| $							$ 144,000
Debt Conversion, Converted Instrument, Shares Issued							208,022
Series 1 warrants \| Stock price
Debt
Warrant liability \| $ / shares									1.73
Series 1 warrants \| Strike price
Debt
Warrant liability \| $ / shares									2.00
Series 1 warrants \| Expected life
Debt
Warrant liability									5.0
Series 1 warrants \| Volatility
Debt
Warrant liability									109.25
Series 1 warrants \| Risk free rate
Debt
Warrant liability									1.83
Series 1 warrants \| Class A units
Debt
Common stock issued and issuable									2,886,500
Warrants issued									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
Series 1 warrants \| Class B units \| Underwritten Public Offering
Debt
Number of shares in exchange for each unit									500
Series 1 warrants \| Class B units \| Underwritten Public Offering \| Series B convertible preferred stock
Debt
Number of shares issued for preferred stock converted									500
Series 2 warrants
Debt
Warrants issued									8,280,000
Issuance of warrants \| $									$ 5,026,000
Impact of modification \| $	$ 65,000
Impact of modification previously reported \| $										6,000
Term of warrant									5 years
Exercise price (in dollars per share) \| $ / shares	$ 0.5227	$ 0.6050							$ 2.00				$ 2.00	$ 2.00
Gross proceeds from issuance of warrants \| $		$ 55,000
Net proceeds from issuance of warrants \| $	$ 628,000
Issuance costs \| $	25,000
Proceeds from Issuance of Warrants \| $		$ 55,000
Debt Conversion, Converted Instrument, Shares Issued		90,940
Fair Value Adjustment of Warrants \| $	65,000
Warrants exercised \| $	$ 1,250,000	$ 90,940				8,280,000				8,280,000
Series 2 warrants \| Exercise Agreement
Debt
Aggregate purchase price of warrants \| $						1,250,000				$ 1,250,000
Gross proceeds from issuance of warrants \| $						653,000
Proceeds from Issuance of Warrants \| $						$ 653,000
Series 2 warrants \| Exercise Agreement \| Minimum
Debt
Exercise price (in dollars per share) \| $ / shares						$ 0.5227				$ 0.5227
Series 2 warrants \| Exercise Agreement \| Maximum
Debt
Exercise price (in dollars per share) \| $ / shares						2.00				2.00
Series 2 warrants \| Stock price
Debt
Warrant liability \| $ / shares									1.73
Series 2 warrants \| Strike price
Debt
Warrant liability \| $ / shares									2.00
Series 2 warrants \| Expected life
Debt
Warrant liability \| $									5.0
Series 2 warrants \| Risk free rate
Debt
Warrant liability									1.83
Series 2 warrants \| Series B convertible preferred stock \| Exercise Agreement \| Minimum
Debt
Exercise price (in dollars per share) \| $ / shares						0.4456				0.4456
Series 2 warrants \| Series B convertible preferred stock \| Exercise Agreement \| Maximum
Debt
Exercise price (in dollars per share) \| $ / shares						$ 2.00				$ 2.00
Series 2 warrants \| Underwritten Public Offering
Debt
Number of shares in exchange for each unit									1
Series 2 warrants \| Class A units
Debt
Units issued									2,886,500
Common stock issued and issuable									2,886,500
Series 2 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 2 warrants \| Class B units \| Underwritten Public Offering
Debt
Number of shares in exchange for each unit									500
Number of shares issued for preferred stock converted									500
Modification of Certain 2019 Bridge Note Warrants [Member]
Debt
Impact of modification previously reported \| $							$ 7,000
Exercise price (in dollars per share) \| $ / shares															$ 0.692	$ 2.00
Gross proceeds from issuance of warrants \| $							173,000
Proceeds from Issuance of Warrants \| $							$ 173,000
Debt Conversion, Converted Instrument, Shares Issued							250,000
Warrants exercised \| $							$ 250,000
2019 Exchange Note 2
Debt
Debt Instrument, Face Amount \| $																			$ 2,297,000

Warrants - PIPE Financing Warrants (Details)		1 Months Ended	12 Months Ended
Warrants - PIPE Financing Warrants (Details)	Mar. 23, 2020 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares item shares	Mar. 31, 2020 USD ($) shares
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants to purchase (in shares) \| shares				9,580
Aggregate purchase price of warrants		$ 3,000	$ 3,000	$ 2,000
Proceeds from issuance of warrants	$ 653,000
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 \| item			2
Issuance of common stock in PIPE financing, net of issuance costs of $51			$ 1,035,000
Issuance of warrants		$ 686,000	$ 465,000
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 \| 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 \| $ / shares		0.62	0.62
Strike price \| PIPE Financing Warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability \| $ / shares		0.78	0.78
Expected life \| PIPE Financing Warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability		5	5
Volatility \| PIPE Financing Warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability		143	143
Risk free rate \| PIPE Financing Warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability		2.42	2.42

Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Shares Authorized	11,000,000	11,000,000
Issued	5,534,431	5,537,062
Outstanding	5,534,431	5,537,062
Carrying Value	$ 11,767	$ 11,607
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	$ 10,375	$ 9,895
Liquidation Preference per Share	$ 1.665	$ 1.665
Series B convertible preferred stock
Class of Stock [Line Items]
Shares Authorized	11,000	11,000
Issued	1,971	1,971
Outstanding	1,971	1,971
Carrying Value	$ 476	$ 476
Series B-1 convertible preferred stock
Class of Stock [Line Items]
Shares Authorized	63	63
Issued	0	0
Outstanding	0	0
Series B-2 convertible preferred stock
Class of Stock [Line Items]
Shares Authorized	10,165	10,165
Issued	7,534	10,165
Outstanding	7,534	10,165
Carrying Value	$ 916	$ 1,236
Non designated
Class of Stock [Line Items]
Shares Authorized	5,453,846	5,453,846
Issued	0	0
Outstanding	0	0

Convertible Preferred Stock - Series A Redeemable Convertible Preferred Stock (Details) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2020	Mar. 31, 2018	Mar. 31, 2021	Dec. 31, 2019
Carrying Value			$ 11,767,000			$ 11,607,000
Accretion to redemption value of redeemable preferred stock			(480,000)
Forecast \| Maximum
Product revenue					$ 22,000,000
Average VWAP of common stock for the 30 days prior to Measurement Date					$ 105.00
Series A convertible participating preferred stock
Redemption value			12,739,000			12,739,000
Carrying Value			$ 10,375,000			$ 9,895,000
Redemption price per share			$ 2.3057
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				$ 9,000,000
Gross proceeds from the issuance of common stock				$ 9,199,000

Convertible Preferred Stock - Series B-1 Convertible Preferred Stock (Details) - USD ($)						1 Months Ended						2 Months Ended	3 Months Ended
	Mar. 23, 2020	Mar. 05, 2020	Oct. 09, 2019	Oct. 03, 2019	Jul. 23, 2019	Mar. 31, 2020	Feb. 29, 2020	Jan. 31, 2020	Dec. 31, 2019	Oct. 31, 2019	Jul. 31, 2019	Aug. 31, 2019	Mar. 31, 2020	Mar. 22, 2020	Mar. 04, 2020	Sep. 30, 2019
Proceeds from Issuance of Warrants	$ 653,000
Number of securities issued on conversion						9,580							9,580
Series B convertible preferred stock inducement expense													$ 1,647,000
Issued						5,534,431			5,537,062				5,534,431
Convertible preferred stock, shares outstanding						5,534,431			5,537,062				5,534,431
Warrants and Rights Outstanding						$ 2,000			$ 3,000				$ 2,000
Series B convertible preferred stock
Stated or par value											$ 1,000
Number of shares issued for each convertible preferred stock											500
Gross proceeds											$ 4,240,000
Number of securities issued on conversion						4,423,250			985,500				4,423,250
Shares converted								2,631				8,816
Beneficial Conversion Feature					$ 4,240,000
Deemed dividend					$ 42,400,000
Issuance of common stock upon conversion (in shares)								499,890
Issued						1,971			1,971				1,971
Convertible preferred stock, shares outstanding						1,971			1,971				1,971
Series B-1 convertible preferred stock
Exercise price (in dollars per share)										$ 1.40
Aggregate proceeds										$ 1,750,000
Shares issued (in shares)										63
Proceeds from Issuance of Warrants			$ 1,750,000
Number of securities issued on conversion			63	63						1
Beneficial Conversion Feature			$ 385,000	$ 146,000
Deemed dividend			$ 385,000	$ 146,000
Issued						0			0				0
Convertible preferred stock, shares outstanding						0			0				0
Common Stock
Issuance of common stock upon conversion (in shares)									630,063			4,408,000
Series 1 warrants
Gross proceeds											$ 3,274,000
Warrant exercise agreement										1,250,000
Preferred stock, par value (in dollars per share)										$ 12,000
Number of warrants are converted for each share										19,841
Exercise price (in dollars per share)							$ 0.692	$ 2.00			$ 2.00					$ 1.40
Warrants exercised			1,250,000	1,250,000
Proceeds from Issuance of Warrants							$ 144,000
Series 1 warrants \| Series B-1 convertible preferred stock
Warrant Exercise During Period, Shares			1,250,000	1,250,000
Series 2 warrants
Gross proceeds											$ 3,274,000
Issuance costs	$ 25,000
Exercise price (in dollars per share)	$ 0.5227	$ 0.6050									$ 2.00			$ 2.00	$ 2.00
Proceeds from Issuance of Warrants		$ 55,000
Class A units \| Series 1 warrants
Common stock issued and issuable											2,886,500
Class A units \| Series 2 warrants
Units issued											2,886,500
Common stock issued and issuable											2,886,500
Class B units
Units issued											10,787
Public offering price											$ 1,000
Gross proceeds											$ 10,787,000
Issuance costs											$ 1,635,000
Class B units \| Series B convertible preferred stock
Units issued											10,787
Class B units \| Series 1 warrants
Units issued											10,787
Common stock issued and issuable											5,393,500
Class B units \| Series 2 warrants
Units issued											10,787
Number of shares in exchange for each unit											500
Common stock issued and issuable											5,393,500
Underwritten Public Offering \| Series 2 warrants
Number of shares in exchange for each unit											1
Underwritten Public Offering \| Class A units
Units issued											2,886,500
Public offering price											$ 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 B units
Units issued											10,787
Public offering price											$ 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
Number of warrants are converted for each share					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 1 warrants \| Series B convertible preferred stock
Number of shares issued for each convertible preferred stock											500
Underwritten Public Offering \| Class B units \| Series 2 warrants
Number of shares in exchange for each unit											500
Number of shares issued for each convertible preferred stock											500
Exercise Agreement \| Series 2 warrants
Proceeds from Issuance of Warrants						$ 653,000
Warrants and Rights Outstanding						$ 1,250,000							$ 1,250,000
Minimum \| Exercise Agreement \| Series 2 warrants
Exercise price (in dollars per share)						$ 0.5227							$ 0.5227
Minimum \| Exercise Agreement \| Series 2 warrants \| Series B convertible preferred stock
Exercise price (in dollars per share)						0.4456							0.4456
Maximum \| Exercise Agreement \| Series 2 warrants
Exercise price (in dollars per share)						2.00							2.00
Maximum \| Exercise Agreement \| Series 2 warrants \| Series B convertible preferred stock
Exercise price (in dollars per share)						$ 2.00							$ 2.00

Convertible Preferred Stock - Series B-2 Convertible Preferred Stock (Details)	1 Months Ended	3 Months Ended
	Dec. 31, 2019 shares	Mar. 31, 2020 USD ($) $ / shares shares
Shares Authorized	11,000,000	11,000,000
Series B-2 convertible preferred stock
Conversion ratio		190
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
Conversion ratio		190
Value of shares issued on conversion \| $		$ 153.90
Conversion Price (in dollars per share) \| $ / shares		$ 0.81

Stockholders' Equity (Details)		3 Months Ended
Stockholders' Equity (Details)	Jun. 03, 2019	Mar. 31, 2020 Vote shares	Dec. 31, 2019 shares
Stockholders' Equity
Number of voting rights entitled for each share of common stock held \| Vote		1
Reverse stock split ratio	0.015
Shares of common stock reserved for issuance
Options issued and outstanding		4,508,021	3,902,675
Options available for grant under stock option plans		160,697	479,829
RSUs awards issued and outstanding		5,613	5,613
Warrants issued and outstanding		17,622,930	19,421,892
Convertible warrants		9,580
Total		28,625,610	27,200,498
Inducement options issued and outstanding
Shares of common stock reserved for issuance
Options issued and outstanding		74	74
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	473,565
Series B convertible preferred stock
Shares of common stock reserved for issuance
Convertible warrants		4,423,250	985,500
Series B-2 convertible preferred stock
Shares of common stock reserved for issuance
Convertible warrants		1,431,460	1,931,350
Common Stock
Stockholders' Equity
Common stock, shares authorized		210,000,000
Common Stock \| Common stock - voting
Stockholders' Equity
Common stock, shares authorized		150,000,000	150,000,000
Common Stock \| Common stock - non-voting
Stockholders' Equity
Common stock, shares authorized		50,000,000	50,000,000
Convertible non-voting common stock
Stockholders' Equity
Reverse stock split ratio		1,050

Stockholders' Equity - Transactions with Oasis Capital and Underwritten Public Offering (Details)					1 Months Ended					3 Months Ended	12 Months Ended
	Mar. 24, 2020 USD ($)	Mar. 23, 2020 USD ($)	Mar. 05, 2020 USD ($)	Jan. 07, 2019 $ / shares shares	Mar. 31, 2020 USD ($) D $ / shares shares	Feb. 29, 2020 USD ($)	Dec. 31, 2019 shares	Jul. 31, 2019 USD ($)	Mar. 31, 2019 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)
Gross proceeds from issuance of warrants		$ 653,000
Series 1 warrants
Gross proceeds from issuance of warrants						$ 144,000
Series 2 warrants
Gross proceeds from issuance of warrants			$ 55,000
Net proceeds from issuance of warrants		628,000
Issuance costs		$ 25,000
PIPE Financing Warrants, Dec 2019
Amount of shares issued											$ 1,035,000
Gross proceeds from issuance of warrants											$ 1,500,000
PIPE Financing Warrants, Dec 2019 \| Private placement
Issuance of common stock (In shares) \| shares							2,500,000
PIPE Financing Warrants, March 2020
Gross proceeds from issuance of warrants					$ 720,000
Net proceeds from issuance of warrants					668,578
Issuance costs					$ 51,422
PIPE Financing Warrants, March 2020 \| Private placement
Issuance of common stock (In shares) \| shares					1,714,283
Class B units
Issuance costs								$ 1,635,000
Securities purchase agreement
Price per share \| $ / shares				$ 52.50
Common stock, shares issued \| shares									190,476
Securities purchase agreement \| Registered Direct Offering
Price per share \| $ / shares									$ 14.00
Gross proceeds from issuance									$ 266,000	$ 266,000
Issuance of common stock (In shares) \| shares									19,019	19,019
Securities purchase agreement \| Original Equity Line Offering
Common Stock, Shares Authorized \| shares				76,190
Number of shares offered \| shares				76,190
Number of additional shares authorized \| shares				114,286
Common stock, shares issued \| shares									76,190
Securities purchase agreement \| Option
Common stock, shares issued \| shares									114,286
Equity Line of Credit
Amount of shares issued					$ 200,000
Term of equity purchase agreement	36 months				36 months
Equity Line of Credit \| Maximum
Aggregate amount of put option on any put date or clearing date					$ 500,000					$ 500,000
Aggregate amount of equity purchase agreement	$ 2,000,000				$ 2,000,000					$ 2,000,000
Option 1 Put \| Equity Line of Credit
Issuance of common stock (In shares) \| shares					200,000
Percentage of average trading volume					20.00%
Trading days \| D					10
Share Price \| $ / shares					$ 0.436					$ 0.436
Option 2 Puts \| Equity Line of Credit
Percentage of average trading volume					10.00%
Share Price \| $ / shares					$ 0.436					$ 0.436

Stock Incentive Plans - Summary of Stock Incentive Plans (Details) - USD ($)		3 Months Ended		12 Months Ended
	May 12, 2015	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Mar. 31, 2020
Stock Based Compensation
Option outstanding		4,508,021		3,902,675	4,508,021
Shares available for grant		160,697		479,829	160,697
Shares Available for Grant
Beginning balance (in shares)		479,829
Ending balance (in shares)		160,697		479,829
Stock Options Outstanding
Beginning balance (in shares)		3,902,675
Ending balance (in shares)		4,508,021		3,902,675
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)		$ 0.41	$ 17.50
Number of options vested (in shares)		333,926	7,480
Weighted average fair value of options vested on grant date		$ 2.38	$ 132.81
Inducement options issued and outstanding
Stock Based Compensation
Option outstanding		74		74	74
Stock Options Outstanding
Beginning balance (in shares)		74
Ending balance (in shares)		74		74
2013 Plan \| Stock options
Stock Based Compensation
Option shares outstanding					384
Stock Options Outstanding
Options granted (in shares)		0
2014 Plan
Stock Based Compensation
Option outstanding		4,508,021		3,902,675	4,508,021
Shares available for grant		160,697		479,829	160,697
Shares Available for Grant
Beginning balance (in shares)		479,829
Additional shares authorized (in shares)		286,229
Options granted (in shares)		(810,000)
Options cancelled (in shares)		204,639
Ending balance (in shares)		160,697		479,829
Stock Options Outstanding
Beginning balance (in shares)		3,902,675
Options granted (in shares)		810,000
Options cancelled (in shares)		(204,639)
Options canceled not rolled back into the 2013 Plan (in shares)		(15)
Ending balance (in shares)		4,508,021		3,902,675
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)		$ 5.20
Options granted (in dollars per share)		0.45
Options cancelled (in dollars per share)		3.40
Ending balance (in dollars per share)		$ 4.43		$ 5.20
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life (Years)		9 years 4 months 2 days		9 years 6 months 22 days
Options vested, exercisable and expected to vest
Options vested and exercisable (in shares)					1,230,522
Options vested and exercisable (in dollars per share)					$ 11.01
Options vested and exercisable (in years)		8 years 11 months 9 days
Options vested and expected to vest (in shares)					3,968,171
Options vested and expected to vest (in dollars per share)					$ 4.83
Options vested and expected to vest (in years)		9 years 3 months 26 days
Options exercised (in shares)		0
Aggregate Intrinsic Value ,outstanding					$ 27,832
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					$ 0.48

Stock Incentive Plans - Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Stock Based Compensation
Total stock-based compensation expense	$ 760	$ 427
Research and development expense
Stock Based Compensation
Total stock-based compensation expense	202	67
Sales and marketing expense
Stock Based Compensation
Total stock-based compensation expense	56	34
General and administrative expense
Stock Based Compensation
Total stock-based compensation expense	$ 502	$ 326
Stock options and RSUs
Stock Based Compensation
Expected weighted average period to be recognized	1 year 9 months 29 days
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)	150.10%
Weighted-average expected term (years)	5 years	5 years 9 months 18 days
Risk-free interest rate (as a percent)	0.50%
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)		108.30%
Risk-free interest rate (as a percent)		2.50%
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)		108.50%
Risk-free interest rate (as a percent)		2.60%

Stock Incentive Plans - 401(k) Plan (Details)	3 Months Ended
Stock Incentive Plans - 401(k) Plan (Details)	Mar. 31, 2020 USD ($)
Stock Incentive Plans
Employer contributions to the plan	$ 0

Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Calculation of basic and diluted net loss per common share
Net loss attributable to common shareholders (basic and diluted)	$ (8,416)	$ (8,304)
Shares used to compute net loss per common share, basic and diluted	15,141,906	493,202
Net loss per share attributable to common stockholders, basic and diluted	$ (0.56)	$ (16.84)

Net Loss Per Share Attributable to Common Stockholders- Excluded From Calculation (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
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)	28,464,913	33,281,448
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)	4,508,021	40,625
Inducement 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)	74	2,984
Restricted stock units 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)	17,622,930	71,821
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	33,149,556
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)	4,423,250
Series B-2 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)	1,431,460
Convertible Debt
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)		10,849

Segment Information (Details) $ in Thousands	3 Months Ended
Segment Information (Details) $ in Thousands	Mar. 31, 2020 USD ($) segment	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Segment Information
Number of reportable segments \| segment	2
Revenue from external customers	$ 869	$ 1,590
Segment net loss	(7,936)	(8,304)
Segment assets	33,276		$ 36,410
Less: investment in subsidiary	(29,241)		(29,241)
Less: Intercompany loan	(36,607)		(34,950)
Human Health
Segment Information
Segment net loss	(3,200)	(5,512)
Segment assets	30,743		32,432
Animal Health
Segment Information
Segment net loss	(4,736)	(2,792)
Segment assets	68,381		68,169
Product revenue, net
Segment Information
Revenue from external customers	869	1,590
Product revenue, net \| Human Health
Segment Information
Revenue from external customers	835	1,543
Product revenue, net \| Animal Health
Segment Information
Revenue from external customers	34	$ 47
Operating Segments
Segment Information
Segment assets	$ 99,124		$ 100,601

Subsequent Events (Details) - Subsequent event - Atlas	Apr. 15, 2020 USD ($) item
Patent purchase agreement
Subsequent Events.
Upfront cash payments received	$ 1,500,000
License Agreement \| License
Subsequent Events.
License term	10 years
Trial delay fee event of failure of initiation of phase 2 study	$ 2,265,000
Trial delay fee payment period	10 months
License Agreement \| License \| Maximum
Subsequent Events.
Phase 2 completion period	5 years
License Agreement \| License \| Minimum
Subsequent Events.
Number of trial delay payments \| item	3

Subsequent Events - Accounts Receivable Purchase Agreement with Oasis Capital, LLC (Details) - Subsequent event - Accounts Receivable Purchase Agreement - Oasis Capital, LLC	May 02, 2020 USD ($)
Subsequent Events.
Accounts receivable gross	$ 2,754,000
Percentage of fees payable	5.45%
Accounts receivable sold	$ 1,032,000
Days proceeds received	5 days
Transaction fees	$ 25,000
Additional transaction fees	$ 5,000
License term	1 year
Renewal term of agreement	1 year
Non renewal notice (days)	30 days
Termination notice (days)	60 days