0001558370-20-013865 | 10-Q | XBRL Viewer

September 30, 2020

December 31,

(unaudited)

Customer 1

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 06, 2020
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Entity Registrant Name	JAGUAR HEALTH, INC.
Title of 12(b) Security	Common Stock, Par Value $0.0001 Per Share
Trading Symbol	JAGX
Security Exchange Name	NASDAQ
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	Q3
Entity Central Index Key	0001585608
Amendment Flag	false
Entity Ex Transition Period	true
Common stock - voting
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		69,441,067
Common stock - non-voting
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		21,821,410
Series B-2 convertible preferred stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,559
Series C perpetual preferred stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		571,600
Series D redeemable preferred stocks
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		853,771

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 1,349,000	$ 3,495,000
Restricted cash		388,000
Accounts receivable	1,505,000	1,692,000
Accounts receivable - pledged	3,150,000
Other receivable	3,000	2,000
Inventory	2,219,000	2,129,000
Operating lease - right-of-use asset		553,000
Prepaid expenses and other current assets	2,497,000	1,263,000
Total current assets	10,723,000	9,522,000
Property and equipment, net	686,000	710,000
Intangible assets, net	24,759,000	26,024,000
Other assets	66,000	154,000
Total assets	36,234,000	36,410,000
Current liabilities:
Accounts payable	5,456,000	5,352,000
Accrued liabilities	6,975,000	2,922,000
Warrant liability	126,000	3,000
Operating lease liability		337,000
Notes payable, net of discount	6,781,000	6,778,000
Total current liabilities	25,768,000	15,392,000
Notes payable long term	2,660,000	450,000
Total liabilities	28,428,000	15,842,000
Commitments and contingencies (See Note 6)
Stockholders' equity
Additional paid-in capital	160,238,000	142,046,000
Accumulated deficit	(158,130,000)	(133,090,000)
Total stockholders' equity	7,806,000	10,673,000
Total liabilities, convertible preferred stock and stockholders' equity	36,234,000	36,410,000
Series A
Current liabilities:
Temporary equity value		9,895,000
Series B convertible preferred stock
Stockholders' equity
Preferred stock value		476,000
Total stockholders' equity		476,000
Series B-2 convertible preferred stock
Stockholders' equity
Preferred stock value	916,000	1,236,000
Total stockholders' equity	916,000	1,236,000
Series C perpetual preferred stock
Stockholders' equity
Preferred stock value	4,773,000
Total stockholders' equity	4,773,000
Series D perpetual preferred stock
Current liabilities:
Series D perpetual preferred stock: $0.0001 par value; 977,300 and zero shares authorized at September 30, 2020 and December 31, 2019, respectively; 848,117 and zero shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively; (redemption amount of $6,785 and zero at September 30, 2020 and December 31, 2019, respectively; liquidation preference of $6,785 and zero at September 30, 2020 and December 31, 2019, respectively)	6,430,000
Common stock - voting
Stockholders' equity
Common stock value	5,000	1,000
Common stock - non-voting
Stockholders' equity
Common stock value	$ 4,000	$ 4,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Preferred stock, shares authorized	1,021,165	5,546,154
Preferred stock, shares issued	857,055	5,537,062
Preferred stock, shares outstanding	857,055	5,537,062
Series A
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	0	5,524,926
Convertible preferred stock, shares issued	0	5,524,926
Convertible preferred stock, shares outstanding	0	5,524,926
Redemption amount	$ 0	$ 12,739
Liquidation preference	$ 0	$ 9,199
Preferred stock, shares authorized		5,524,926
Preferred stock, shares issued		5,524,926
Preferred stock, shares outstanding		5,524,926
Series B convertible preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	0	11,000
Convertible preferred stock, shares issued		1,971
Convertible preferred stock, shares outstanding	0	1,971
Preferred stock, shares authorized		11,000
Preferred stock, shares issued		1,971
Preferred stock, shares outstanding		1,971
Series B-1 convertible preferred stock
Convertible preferred stock, shares outstanding	0	0
Preferred stock, shares authorized		63
Preferred stock, shares issued		0
Preferred stock, shares outstanding		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
Preferred stock, shares authorized	10,165	10,165
Preferred stock, shares issued	7,534	10,165
Preferred stock, shares outstanding	7,534	10,165
Series C perpetual preferred stock
Redemption amount	$ 6,796	$ 0
Liquidation preference	$ 6,796	$ 0
Preferred stock, shares authorized	1,011,000	0
Preferred stock, shares issued	849,521	0
Preferred stock, shares outstanding	849,521	0
Series D perpetual preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	977,300	0
Convertible preferred stock, shares issued	848,117	0
Convertible preferred stock, shares outstanding	848,117	0
Redemption amount	$ 6,785	$ 0
Liquidation preference	$ 6,785	$ 0
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock
Common stock, shares authorized	204,475,074
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	48,862,970	14,273,061
Common stock, shares outstanding	48,862,970	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		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue
Total revenue	$ 2,773,000	$ 973,000	$ 6,809,000	$ 4,268,000
Operating expenses
Cost of product revenue	784,000	948,000	2,491,000	3,073,000
Research and development	1,522,000	1,307,000	4,509,000	4,426,000
Sales and marketing	1,529,000	1,698,000	4,728,000	5,436,000
General and administrative	4,313,000	3,107,000	11,218,000	9,817,000
Settlement of Tempesta Royalty License Agreement		640,000		640,000
Impairment of indefinite-lived intangible assets	0	0	0	4,000,000
Series B convertible preferred stock inducement expense			1,647,000
Series 3 warrants inducement expense			3,696,000
Total operating expenses	8,148,000	7,700,000	28,289,000	27,392,000
Loss from operations	(5,375,000)	(6,727,000)	(21,480,000)	(23,124,000)
Interest expense	(581,000)	(1,353,000)	(1,259,000)	(5,557,000)
Other income, net	194,000	29,000	190,000	49,000
Change in fair value of financial instruments	(2,104,000)	842,000	(2,491,000)	1,003,000
Loss on extinguishment of debt		(336,000)		(4,941,000)
Loss before income tax	(7,866,000)	(7,545,000)	(25,040,000)	(32,570,000)
Income tax expense		(10,000)		(10,000)
Net loss and comprehensive loss	(7,866,000)	(7,555,000)	(25,040,000)	(32,580,000)
Net loss attributable to common shareholders	$ (8,271,000)	$ (11,683,000)	$ (27,284,000)	$ (36,708,000)
Net loss per share, basic and diluted (in dollars per share)	$ (0.21)	$ (2.00)	$ (1.03)	$ (13.37)
Weighted-average common shares outstanding, basic and diluted (in shares)	40,218,324	5,841,790	26,467,423	2,746,523
Settlement of Tempesta Royalty License Agreement		$ 640,000		$ 640,000
Accretion of Series A convertible preferred
Operating expenses
Deemed dividend	$ (349,000)		$ (1,332,000)
Series B preferred stock
Operating expenses
Deemed dividend		(3,876,000)		(3,876,000)
Series C perpetual preferred stock
Operating expenses
Deemed dividend	(56,000)		(56,000)
Series 1 warrants
Operating expenses
Deemed dividend		(252,000)		(252,000)
Series 1, Series 2 and Bridge warrant
Operating expenses
Deemed dividend			(856,000)
Series B convertible preferred stock
Operating expenses
Deemed dividend				(3,876,000)
Product revenue, net
Revenue
Total revenue	$ 2,773,000	$ 973,000	$ 6,809,000	$ 4,268,000

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($)	Series 1 warrants Additional paid-in capital	Series 1 warrants	Series 2 warrants Additional paid-in capital	Series 2 warrants	Series 3 warrants Common Stock Common stock - voting	Series 3 warrants Additional paid-in capital	Series 3 warrants	Series 1 and Series 2 warrants Common Stock Common stock - voting	Series 1 and Series 2 warrants Additional paid-in capital	Series 1 and Series 2 warrants	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 1, Series 2, and 2019 Bridge Note warrants May 2020 Common Stock Common stock - voting	Series 1, Series 2, and 2019 Bridge Note warrants May 2020 Additional paid-in capital	Series 1, Series 2, and 2019 Bridge Note warrants May 2020	Series 1, Series 2, and 2019 Bridge Note warrants June 2020 Common Stock Common stock - voting	Series 1, Series 2, and 2019 Bridge Note warrants June 2020 Additional paid-in capital	Series 1, Series 2, and 2019 Bridge Note warrants June 2020	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	Series B-2 convertible preferred stock Common Stock Common stock - voting	Series B-2 convertible preferred stock Additional paid-in capital	Series B-2 convertible preferred stock Series B-2 convertible preferred stock	Series B convertible preferred stock Common Stock Common stock - voting	Series B convertible preferred stock Additional paid-in capital	Series B convertible preferred stock Series B convertible preferred stock	Series B convertible preferred stock	PIPE Financing Warrants, Dec 2019	Bridge Note Warrants Additional paid-in capital	Bridge Note Warrants	LOC warrant Additional paid-in capital	LOC warrant	March 2020 Equity Purchase Agreement Common Stock Common stock - voting	March 2020 Equity Purchase Agreement Additional paid-in capital	March 2020 Equity Purchase Agreement	Underwriter Settlement Agreement Common Stock Common stock - voting	Underwriter Settlement Agreement Additional paid-in capital	Underwriter Settlement Agreement	Common Stock Series B convertible preferred stock	Common Stock Common stock - voting	Common Stock Common stock - non-voting	Additional paid-in capital Series B convertible preferred stock	Additional paid-in capital	Accumulated deficit	Series A convertible preferred stock	Series B convertible preferred stock	Series B-1 convertible preferred stock	Series B-2 convertible preferred stock	Series C perpetual 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 Sep. 30, 2019																																															$ 9,000,000	$ 410,000
Ending Balance (in shares) at Sep. 30, 2019																																															5,524,926	1,971
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)
Deemed dividend on the Series B convertible preferred stock																											$ (3,876,000)	$ 3,876,000
Deemed dividend attributable to Series 1 warrant modification	$ (252,000)	$ (252,000)
Issuance of common stock in Class A Units, net																																													1,201,000							1,201,000
Issuance of common stock in Class A Units, net (in shares)																																										2,886,500
Issuance of warrants	5,305,000	5,305,000	$ 5,305,000	$ 5,305,000
Issuance of common stock in exchange of notes payable and accrued interest																																										$ 1,000			8,223,000							8,224,000
Issuance of common stock in exchange of notes payable and accrued interest (in shares)																																										395,970
Issuance of common stock upon conversion of Series B convertible preferred stock																																												$ 1,831,000				$ (1,831,000)
Issuance of common stock upon conversion of Series B convertible preferred stock (in shares)																																									4,408,000							(8,816)
Beneficial conversion feature of convertible preferred stock																											3,876,000	(3,876,000)
Modification of Series 1 warrants	252,000	252,000
Warrant reclassification from liability to equity																															$ 4,259,000	$ 4,259,000	$ 71,000	$ 71,000
Fractional shares (in shares)																																										(14)
Issuance of common stock, net of offering costs																																													2,602,000							2,602,000
Issuance of common stock, net of offering costs (in shares)																																										195,319
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
Shares issued in exchange of CVP Exchange Notes																																													6,673,000							6,673,000
Shares issued in exchange of CVP Exchange Notes (in shares)																																										1,119,440
Issuance of Series B convertible preferred stock, net																												$ 2,241,000	$ 2,241,000
Issuance of Series B convertible preferred stock, net (in shares)																												10,787
Stock-based compensation																																													1,983,000							1,983,000
Net loss																																														(32,580,000)						(32,580,000)
Ending Balance at Sep. 30, 2019																																										$ 1,000	$ 4,000		138,096,000	(127,131,000)		$ 410,000				11,380,000
Ending Balance (in shares) at Sep. 30, 2019																																										9,395,458	40,301,237					1,971
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
Ending Balance (in shares) at Dec. 31, 2019																																															5,524,926	1,971	0	10,165
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)		$ 476,000		$ 1,236,000		10,673,000
Ending Balance (in shares) at Dec. 31, 2019																																										14,273,061	40,301,237					1,971		10,165
Beginning Balance at Jun. 30, 2019																																															$ 9,000,000
Beginning Balance (in shares) at Jun. 30, 2019																																															5,524,926
Ending Balance at Sep. 30, 2019																																															$ 9,000,000	$ 410,000
Ending Balance (in shares) at Sep. 30, 2019																																															5,524,926	1,971
Beginning Balance at Jun. 30, 2019																																										$ 1,000	$ 4,000		117,925,000	(119,576,000)						(1,646,000)
Beginning Balance (in shares) at Jun. 30, 2019																																										1,799,381	40,301,237
Increase (decrease) in Stockholders' Equity (Deficit)
Deemed dividend on the Series B convertible preferred stock																																													(3,876,000)			$ 3,876,000
Deemed dividend attributable to Series 1 warrant modification	(252,000)	(252,000)
Issuance of common stock in Class A Units, net																																													1,201,000							1,201,000
Issuance of common stock in Class A Units, net (in shares)																																										2,886,500
Issuance of warrants	5,305,000	5,305,000	$ 5,305,000	$ 5,305,000
Issuance of common stock upon conversion of Series B convertible preferred stock																																													1,831,000			$ (1,831,000)
Issuance of common stock upon conversion of Series B convertible preferred stock (in shares)																																										4,408,000						(8,816)
Beneficial conversion feature of convertible preferred stock																																													3,876,000			$ (3,876,000)
Modification of Series 1 warrants	$ 252,000	$ 252,000
Warrant reclassification from liability to equity																															$ 4,259,000	$ 4,259,000	$ 71,000	$ 71,000
Shares issued in exchange of CVP Exchange Notes																																													1,089,000							1,089,000
Shares issued in exchange of CVP Exchange Notes (in shares)																																										301,577
Issuance of Series B convertible preferred stock, net																																																$ 2,241,000				2,241,000
Issuance of Series B convertible preferred stock, net (in shares)																																																10,787
Stock-based compensation																																													1,110,000							1,110,000
Net loss																																														(7,555,000)						(7,555,000)
Ending Balance at Sep. 30, 2019																																										$ 1,000	$ 4,000		138,096,000	(127,131,000)		$ 410,000				11,380,000
Ending Balance (in shares) at Sep. 30, 2019																																										9,395,458	40,301,237					1,971
Beginning Balance at Dec. 31, 2019																																															$ 9,895,000
Beginning Balance (in shares) at Dec. 31, 2019																																															5,524,926	1,971	0	10,165
Increase (decrease) in temporary equity
Series A convertible preferred stock redeemed and Series C perpetual preferred issued under the exchange transaction																																													(150,000)		$ 11,227,000				$ (4,717,000)	(4,867,000)
Series A convertible preferred stock redeemed and Series C perpetual preferred issued under the exchange transaction (in shares)																																															(5,524,926)				842,500
Ending Balance (in shares) at Sep. 30, 2020																																																0	0	7,534
Beginning Balance at Dec. 31, 2019																																										$ 1,000	$ 4,000		142,046,000	(133,090,000)		$ 476,000		$ 1,236,000		10,673,000
Beginning Balance (in shares) at Dec. 31, 2019																																										14,273,061	40,301,237					1,971		10,165
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of warrants																																							$ 31,000	$ 31,000
Issuance of common stock to Oasis, put exercise																																					$ 10,000
Issuance of common stock to Oasis, put exercise (in shares)																																				10,000
Issuance of common stock in exchange for services																																					$ 33,000
Issuance of common stock in exchange for services (in shares)																																			52,000	33,000
Fractional shares (in shares)																																										20
Value of shares issued on exercise of warrants					$ 1,000	$ 5,992,000	$ 5,993,000		$ 565,000	$ 565,000		$ 392,000	$ 392,000	$ 1,000	$ 3,787,000	$ 3,788,000		$ 359,000	$ 359,000	$ 1,000	$ 2,340,000	$ 2,341,000
Shares issued on exercise of warrants					8,248,330			1,154,266			548,962			8,670,852			732,315			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)																																						100,000				1,714,283
Shares issued in Underwriter settlement agreement (in USD)																																							45,000	45,000
Underwriter settlement offering cost																																							$ (185,000)	$ (185,000)
Conversion of Series B convertible preferred stock into common stock																								$ 320,000	$ (320,000)		$ 476,000	$ (476,000)
Conversion of Series B convertible preferred stock into common stock (shares)																							499,890		(2,631)	4,423,251		(1,971)							68,807
Stock dividend attributable to Series C perpetual preferred stock of $8 per share																																													(56,000)						$ 56,000
Stock dividend attributable to Series C perpetual preferred stock of $8 per share (in shares)																																																			7,021
Shares issued to third party for services																																													916,000							916,000
Shares issued to third party for services (in shares)																																										2,364,474
Shares issued in exchange of CVP Exchange Notes																																										$ 1,000			1,497,000							1,498,000
Shares issued in exchange of CVP Exchange Notes (in shares)																																										4,761,904
Accretion to redemption value of Series A redeemable convertible preferred stock																																													(1,332,000)		$ 1,332,000					$ (1,332,000)
Shares issued upon exercise of stock options (in shares)																																										555										555
Stock-based compensation																																													2,184,000							$ 2,184,000
Net loss																																														(25,040,000)						(25,040,000)
Ending Balance at Sep. 30, 2020																																										$ 5,000	$ 4,000		160,238,000	(158,130,000)				$ 916,000	$ 4,773,000	7,806,000
Ending Balance (in shares) at Sep. 30, 2020																																										48,862,970	40,301,237							7,534	849,521
Beginning Balance at Jun. 30, 2020																																															$ 10,878,000
Beginning Balance (in shares) at Jun. 30, 2020																																															5,524,926
Increase (decrease) in temporary equity
Series A convertible preferred stock redeemed and Series C perpetual preferred issued under the exchange transaction																																															$ (11,227,000)
Series A convertible preferred stock redeemed and Series C perpetual preferred issued under the exchange transaction (in shares)																																															(5,524,926)
Accretion to redemption value of redeemable preferred stock																																															$ 349,000
Ending Balance (in shares) at Sep. 30, 2020																																																0	0	7,534
Beginning Balance at Jun. 30, 2020																																										$ 3,000	$ 4,000		150,885,000	(150,264,000)				$ 916,000		1,544,000
Beginning Balance (in shares) at Jun. 30, 2020																																										32,408,421	40,301,237							7,534
Increase (decrease) in Stockholders' Equity (Deficit)
Accretion to redemption value of redeemable preferred stock																																													(349,000)							(349,000)
Fractional shares (in shares)																																										20
Value of shares issued on exercise of warrants					$ 1,000	$ 5,992,000	$ 5,993,000		$ 565,000	$ 565,000
Shares issued on exercise of warrants					8,248,330			1,154,266
Series A convertible preferred stock redeemed and Series C perpetual preferred issued under the exchange transaction																																													150,000						$ 4,717,000	4,867,000
Series A convertible preferred stock redeemed and Series C perpetual preferred issued under the exchange transaction (in shares)																																																			842,500
Stock dividend attributable to Series C perpetual preferred stock of $8 per share																																													(56,000)						$ 56,000
Stock dividend attributable to Series C perpetual preferred stock of $8 per share (in shares)																																																			7,021
Shares issued to third party for services																																													879,000							879,000
Shares issued to third party for services (in shares)																																										2,289,474
Shares issued in exchange of CVP Exchange Notes																																										$ 1,000			1,497,000							1,498,000
Shares issued in exchange of CVP Exchange Notes (in shares)																																										4,761,904
Shares issued upon exercise of stock options (in shares)																																										555
Stock-based compensation																																													675,000							675,000
Net loss																																														(7,866,000)						(7,866,000)
Ending Balance at Sep. 30, 2020																																										$ 5,000	$ 4,000		$ 160,238,000	$ (158,130,000)				$ 916,000	$ 4,773,000	$ 7,806,000
Ending Balance (in shares) at Sep. 30, 2020																																										48,862,970	40,301,237							7,534	849,521

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($) $ / shares
Series 1, Series 2, and 2019 Bridge Note warrants May 2020
Stock Transactions, Parenthetical Disclosures
Issuance costs	$ 461
March 2020 Equity Purchase Agreement
Stock Transactions, Parenthetical Disclosures
Issuance costs	13
PIPE Financing accredited investor
Stock Transactions, Parenthetical Disclosures
Issuance costs	$ 51
Series C perpetual preferred stock
Stock Transactions, Parenthetical Disclosures
Redemption price per share \| $ / shares	$ 8

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (7,866,000)	$ (7,555,000)	$ (25,040,000)	$ (32,580,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense			1,296,000	1,305,000
Impairment of indefinite-lived intangible assets	0	0	0	4,000,000
Loss on assignment of receivables			30,000
Loss on extinguishment of debt		336,000		4,941,000
Amortization of operating lease right-of-use-assets			553,000	554,000
Expense on modification of warrants			86,000
Series B convertible preferred stock inducement expense			1,647,000
Series 3 warrants issued as an inducement to exercise equity-classified Series 1, Series 2 and Bridge warrants			3,696,000
Stock-based compensation			2,184,000	1,983,000
Issuance of common stock in exchange for services			916,000
Issuance of common stock as consideration paid under the Oasis Capital Equity Purchase Agreement			33,000
Amortization of debt issuance costs and debt discount			693,000	5,032,000
Change in fair value of financial instruments			2,491,000	(1,003,000)
Changes in assets and liabilities
Accounts receivable			(2,963,000)	(598,000)
Other receivable			(1,000)	6,000
Inventory			(90,000)	1,020,000
Prepaid expenses and other current assets			(1,061,000)	(466,000)
Other non-current assets			88,000
Operating lease liabilities			(337,000)	(347,000)
Accounts payable			4,000	(662,000)
Accrued expenses			4,482,000	(502,000)
Total cash used in operating activities			(11,217,000)	(17,317,000)
Cash flows from investing activities
Purchase of equipment			(7,000)
Total cash used in investing activity			(7,000)
Cash flows from financing activities
Proceeds from issuance of notes payable, net of issuance costs and debt discount			350,000
Proceeds from insurance premium financing			776,000
Proceeds from sale of receivables, net of debt discount and issuance costs of $640			4,542,000
Proceeds from issuance of short-term notes payable				5,050,000
Repayment of short-term notes payable				(5,050,000)
Repayment of notes payable			(3,140,000)	(100,000)
Proceeds from issuance of common stock				2,869,000
Payments of deferred offering costs			(7,000)
Total cash provided by financing activities			8,690,000	16,819,000
Net decrease in cash			(2,534,000)	(498,000)
Cash at beginning of period			3,883,000	2,568,000	$ 2,568,000
Cash at end of period	1,349,000	$ 2,070,000	1,349,000	2,070,000	3,883,000
Supplemental schedule of cash flow information
Cash paid for interest			343,000
Supplemental schedule of non-cash financing and investing activities
Accretion to redemption value of Series A redeemable convertible preferred stock			(1,332,000)
Private Investment in Public Entities
Cash flows from financing activities
Proceeds from issuance of common stock			668,000
2019 Bridge Note Warrants
Cash flows from financing activities
Proceeds from issuance of common stock			173,000
Notes payable
Supplemental schedule of non-cash financing and investing activities
Common stock issued as redemption of notes payable and related interest			1,498,000	15,345,000
Issuance of warrants				5,006,000
Accounts payable and accrued expenses
Supplemental schedule of non-cash financing and investing activities
Offering costs included in accounts payable and accrued expenses	166,000		166,000
PIPE Financing Warrants, Dec 2019
Cash flows from financing activities
Shares issued on conversion of Series 1, Series 2, and 2019 Bridge Note warrants; June 2020					$ 1,500,000
Ionic Series 2 Warrants
Cash flows from financing activities
Issuance costs			(25,000)
Series 2 warrants
Cash flows from financing activities
Proceeds from issuance of common stock			708,000
Bridge Note Warrants
Supplemental schedule of non-cash financing and investing activities
Reclassification of warrants from liability to equity				4,259,000
Series 1 warrants
Cash flows from financing activities
Proceeds from issuance of common stock			144,000
Supplemental schedule of non-cash financing and investing activities
Deemed dividend attributable to preferred stock				252,000
March 2019 letter of credit warrant
Supplemental schedule of non-cash financing and investing activities
Issuance of warrants				116,000
Reclassification of warrants from liability to equity				71,000
Series 1, Series 2, and 2019 Bridge Note warrants May 2020
Cash flows from financing activities
Payment of underwriting discounts, commissions and other associated offering costs			(461,000)
Shares issued on exercise of warrants			3,752,000
Series 1, Series 2, and 2019 Bridge Note warrants June 2020
Cash flows from financing activities
Shares issued on conversion of Series 1, Series 2, and 2019 Bridge Note warrants; June 2020			359,000
Series 1 and Series 2 warrants
Cash flows from financing activities
Shares issued on exercise of warrants			565,000
Supplemental schedule of non-cash financing and investing activities
Deemed dividend attributable to preferred stock			856,000
Series 3 warrants
Supplemental schedule of non-cash financing and investing activities
Shares issued on exercise of Series B convertible preferred shares			5,993,000
Stock Issued			5,993,000
Underwriter Settlement Agreement
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of warrants and common stock in Underwriter settlement agreement			76,000
Cash flows from financing activities
Issuance costs			(185,000)
Common Stock To Oasis Put Exercise
Cash flows from financing activities
Payment of underwriting discounts, commissions and other associated offering costs			(13,000)
Proceeds from shares issued on exercise of Oasis Capital an Equity Purchase Agreement put options, net of issuance costs of $13			10,000
Series B convertible preferred stock
Cash flows from financing activities
Proceeds from issuance of common stock				3,876,000
Supplemental schedule of non-cash financing and investing activities
Shares issued on exercise of Series B convertible preferred shares			476,000	1,831,000
Stock Issued			476,000	1,831,000
Deemed dividend attributable to preferred stock				3,876,000
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			1,332,000
Extinguishment of Series A redeemable convertible preferred stock			11,227,000
Oasis Series B-2 convertible preferred stock
Supplemental schedule of non-cash financing and investing activities
Conversion of Oasis Series B-2 convertible preferred stock into common stock			320,000
Series A
Supplemental schedule of non-cash financing and investing activities
Extinguishment of Series A redeemable convertible preferred stock			150,000
Series C perpetual preferred stock
Supplemental schedule of non-cash financing and investing activities
Shares issued on exercise of Series B convertible preferred shares			4,717,000
Stock Issued			4,717,000
Deemed dividend attributable to preferred stock	$ 56,000		56,000
Series D perpetual preferred stock
Supplemental schedule of non-cash financing and investing activities
Shares issued on exercise of Series B convertible preferred shares			6,359,000
Stock Issued			$ 6,359,000
Class A units
Cash flows from financing activities
Proceeds from issuance of common stock				2,074,000
Payment of underwriting discounts, commissions and other associated offering costs				(875,000)
Class B units
Cash flows from financing activities
Payment of underwriting discounts, commissions and other associated offering costs				(1,635,000)
Class A and B units \| Series 2 warrants
Cash flows from financing activities
Proceeds from issuance of common stock				5,305,000
Class A and B units \| Series 1 warrants
Cash flows from financing activities
Proceeds from issuance of common stock				$ 5,305,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Net of debt discount and issuance costs	$ 640
Common Stock To Oasis Put Exercise
Issuance costs	13
Series 1, Series 2, and 2019 Bridge Note warrants May 2020
Issuance costs	$ 461

Organization and Business	9 Months Ended
Organization and Business	Sep. 30, 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 the Company’s 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 Minimum Stockholders’ Equity Requirement On August 17, 2020, the Company received a letter from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer complies with Nasdaq Listing Rule 5550(b)(1) due to the Company’s failure to maintain a minimum of $2,500,000 in stockholders’ equity (or meet the alternatives of market value of listed securities of $35 million or net income from continuing operations). The Company reported stockholders’ equity of $1,544,000 in its Form 10-Q for the fiscal quarter ended June 30, 2020. Under Nasdaq Listing Rule 5810(c)(2), the Company had 45 calendar days, or until October 1, 2020, to submit a plan to regain compliance. On September 9, 2020, the Company received a letter from Nasdaq stating that, based on the Company’s Current Report on Form 8-K filed on September 2, 2020, the Staff has determined that the Company complied with Nasdaq Listing Rule 5550(b)(1). However, if the Company failed to evidence compliance with Nasdaq Listing Rule 5550(b)(1) upon filing its next periodic report, the Company may be subject to delisting. Minimum Bid Price Requirement On September 11, 2020, the Company received written notice from Nasdaq indicating that, based upon the Company’s continued non-compliance with the minimum $1.00 bid price requirement for continued listing on The Nasdaq Capital Market (the “Rule”), as set forth in Nasdaq Listing Rule 5550(a)(2), as of September 11, 2020, and notwithstanding the Company’s compliance with the quantitative criteria necessary to obtain a second 180-day period within which to evidence compliance with the Rule, as set forth in Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq determined to delist the Company’s securities from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company submitted a compliance plan to Nasdaq before the October 1, 2020 deadline. On October 22, 2020, the hearing was held with the Panel. On October 28, 2020, the Company received formal notice that the Panel granted the Company an extension through December 23, 2020 to evidence compliance with the Rule. In order to comply with the Rule, the Company must have a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days by December 23, 2020. The Company seeks to obtain approval through a special shareholders meeting to be held on December 9, 2020 to effect a reverse split of the Company’s issued and outstanding voting common stock at a ratio not less than 1-for-2 and not greater than 1-for-20 that would result in a per share price that will comply with the Rule. The Company plans to take steps to timely evidence compliance; however, there can be no assurance that it will be able to do so. Liquidity and Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $158.1 million as of September 30, 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 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 until November 2021 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 unaudited 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited 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 the Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements.

There has been no material change to the Company's significant accounting policies during the three and nine months ended September 30, 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.

Except as noted above, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the financial position as of September 30, 2020, results of operations for the three and nine months ended September 30, 2020 and 2019, changes in convertible preferred stock and stockholders' equity for the three and nine months ended September 30, 2020 and 2019, and cash flows for the nine months ended September 30, 2020 and 2019. The interim results are not necessarily indicative of the results for any future interim periods or for the entire year.

Principles of Consolidation

The unaudited interim 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 the unaudited condensed consolidated 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 unaudited condensed consolidated 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 the valuation of stock options, valuation of Series C perpetual preferred stock and Series D perpetual preferred stock, valuation of warrant liabilities, acquired in-process research and development (“IPR&D"), and useful lives assigned to long-lived assets; 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.

The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers, markets and economies.

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.

Accounts Receivable

Accounts receivable is recorded net of allowances for discounts for prompt payment and credit losses. The Company estimates an allowance for credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in general and administrative expenses. The credit loss allowance was immaterial as of September 30, 2020.

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 and nine months ended September 30, 2020 and 2019, substantially all of the Company’s revenue has been derived from the sale of Mytesi. For the three and nine months ended September 30, 2020, the Company earned Mytesi revenue primarily from one pharmaceutical distributor in the United States. Revenue earned from each as a percentage of total net revenue is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2020		2019		2020		2019
Customer 1	100	%	100	%	100	%	90	%

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:

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

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

Inventory

Inventory is stated at the lower of cost or net realizable value. Cost is initially recorded at the invoiced amount of raw materials or active pharmaceutical ingredient, including the sum of qualified expenditures and charges in bringing the inventory to its existing condition and location. 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 the 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 unaudited condensed 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 useful lives of intangible assets and are reviewed when appropriate for possible impairment.

Indefinite-lived Intangible Assets

Acquired 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. There were no impairment charges recorded in the three and nine months ended
September 30, 2020. The Company recorded an impairment of zero and $4,000,000 in the three and nine months ended September 30, 2019, respectively.

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 condensed 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 had 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 called for monthly base rents between $38,000 and $41,000 over the term of the lease.

The Company entered into a sublease agreement with Peacock Construction Inc., a California corporation, for office space located at 200 Pine Street, Suite 400, San Francisco, California. The term of the sublease began on August 31, 2020 and will expire on May 31, 2021, unless earlier terminated in accordance with the contract. The rent under the sublease is $15,000 per month beginning October 1, 2020, which includes operating expenses and taxes. On October 1, 2020, the Company transitioned its operations from its existing premises at 201 Mission Street, Suite 2375, San Francisco, California to the sublease premises, which the Company expects will serve as its principal administrative headquarters.

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 - Cardinal Health

Effective January 16, 2019, Napo 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 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 orders 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, 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.

Transaction price

For contracts with Cardinal Health, for both Jaguar and Napo, the transaction price is the amount of consideration to which the Company expects to collect in exchange for transferring the 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 contracts with Cardinal Health, for both Napo and Jaguar, the entire transaction price is allocated to the single performance obligation contained in each contract.

Revenue recognition

For contracts with Cardinal Health, 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. Net revenues from the sale of Mytesi were $2.8 million and $1.0 million for the three months ended September 30, 2020 and 2019, respectively. Revenues from the sale of Mytesi were $6.7 million and $4.2 million for the nine months ended September 30, 2020 and 2019, respectively.

Out of period adjustment - During the period ended September 30, 2019, the Company identified a prior period product donation incorrectly recorded as revenue. The adjustment, totaling $337,000 related to revenue and accounts receivable, was corrected within the current quarter. The impact of the adjustment was an increase to net loss of $337,000. This adjustment does not affect Mytesi revenue associated with sales in the nine months ended
September 30, 2019. Management has determined that this out of period correcting adjustment is not material to any prior period consolidated financial statements impacted by the adjustment and has therefore recorded it in the three months ended September 30, 2019.

Animal

The Company recognized Neonorm revenues of $13,000 and $16,000 for the three months ended September 30, 2020 and 2019, respectively. Revenues from the sale of Neonorm were $61,000 and $83,000 for the nine months ended September 30, 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.

Contracts - Atlas Sciences

Effective April 15, 2020, the Company entered into a patent purchase agreement with Atlas Sciences, LLC (“Atlas”), pursuant to which Atlas agreed to purchase certain patents and patent applications relating to Napo’s NP-500 drug product candidate (the “Patent Rights”) for an upfront cash payment of $1,500,000.

Concurrent with the Patent Rights sale, the Company entered into a license agreement with Atlas (the “License Agreement”), pursuant to which Atlas granted the Company 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 retained by the Company, 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.

Included in the arrangement with Atlas, 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”) within nine months of

April 15, 2020. The Company will incur a trial delay fee 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. 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.

As of September 30, 2020, the Company determined not to proceed with the scheduled proof of concept of the Phase 2 study and incurred and recorded a liability for a trial delay fee. See Note 15 for a description of the trial delay fee settlement agreement entered into by the Company.

Performance obligations

The Patent Rights sale to Atlas and the Phase 2 study to be performed by the Company, identified above, represent a single transaction with two separate performance obligations; with the sale of the Patent Rights, the Company transferred control of the internally generated Patent Rights to Atlas at the date of sale.

As of September 30, 2020, the Company determined not to proceed with the Phase 2 study, which will result in the Company having no performance obligation to transfer the services to Atlas.

Transaction price

For the contract with Atlas, the upfront payment of $1,500,000 from Atlas as consideration for the Patent Rights sale and the Phase 2 study, is variable consideration that is fully constrained due to the potential incurrence of a Trial Delay Fee of $2,515,000 if the Phase 2 study had not been initiated by January 15, 2021. The Company’s method for estimating the variable consideration was to use the most likely amount method. The Company fully constrained the value of the variable consideration based on inherent uncertainty of timing of clinical trials. Accordingly, at inception, the total transaction price of $1,500,000 is deferred and the transaction price is zero.

As of September 30, 2020, the total deferred transaction price of $1,500,000 will be derecognized as a result of the non-performance of the Company’s obligation to initiate the Phase 2 study.

Allocate transaction price

For the contract with Atlas, the transaction price of $1,500,000 is allocated as follows: (i) $1,196,000 was allocated to the Phase 2 study using the cost-plus margin approach based on the price quoted by a third-party contract research organization, and (ii) $583,000 was allocated to the Patent sale using the Residual method.

As of September 30, 2020, the allocated deferred transaction price of $1,500,000 will be derecognized as a result of the non-performance of the Company’s obligation to initiate the Phase study.

Revenue recognition

For the contract with Atlas, control of the Patent Rights transferred to Atlas on the date of sale (at a point-in-time); and with the Phase 2 study, the services were to be transferred to Atlas over the estimated 13.2 months of the study, which was set to run between October 2020 and November 2021.

As of September 30, 2020, the Company made the decision not to initiate the Phase 2 study and intended to negotiate the payment of the Trial Delay Fee of $2.5 million and terminate this obligation in the contract. Because of this decision, the allocated transaction price for that performance obligation will not be recognized as revenue. Likewise, the allocated transaction price for the Patent sale will not be recognized as revenue, as its recognition was dependent on initiating the Phase 2 study on or before January 15, 2021.

The Company derecognized $1.5 million in deferred revenue and the excess of the Trial Delay Fee was recognized in "General and Administrative Expenses" in the unaudited condensed consolidated statement of operations. The authoritative guidance treats consideration payable to a customer as a reduction of the transaction price and, therefore, an adjustment to revenues unless the payment is for a distinct good or service received from the customer. In some cases, a payment to a customer that is not in exchange for a distinct good or service could exceed the transaction price for the current contract. This is a case of a payment to a customer that is not in exchange for a distinct good or service. Accounting for the excess payment (“negative revenue”) requires judgment as the standard does not explicitly address whether it is appropriate to reclassify revenue to expense.

The Company evaluated the nature of the consideration payable to the customer and the rights and obligations in the related contract and concluded that the excess payment or loss should be presented as part of the "General and Administrative Expenses" due to the following factors:

No revenue has been recognized from the transaction as performance obligations were not satisfied.

The Company settled the Trial Delay Fee in full in October 2020, which constitutes termination of the customer relationship considering that Atlas cannot compel the Company or has no recourse to force the Company to initiate the Phase 2 Study. The Company does not anticipate future revenue contract with Atlas.

The trial delay fee is a penalty in its economic term, subject to accounting for contingencies and provisions under relevant authoritative guidance.

The Company recorded the excess loss amount of $1.0 million in the three and nine months ended September 30, 2020.

Disaggregation of Patent Sales and Clinical Trial Services

Patent Rights Sale

Patent Rights sales are recognized when control of the Patent Rights is transferred to the purchaser (at a point-in-time). However, due to the failure of the Company to initiate the Phase 2 study, which put the full constraint on the variable consideration of $1,500,000, no revenue was recognized from the sale of Patent Rights to Atlas for the three and nine months ended September 30, 2020.

Clinical Trials

Revenue from clinical trials is recognized over time, as the services are performed, as the Company's performance enhances the Patent Rights asset that Atlas controls. The Phase 2 study to be performed under the Atlas License was expected to begin in October 2020 and run through November 2021. The expected first patient dose in the study was expected to occur in December 2020, at which point revenue from the Phase 2 study would begin to be recognized.

As of September 30, 2020, the Company determined not to proceed with the Phase 2 study and incurred a trial delay fee of $2,515,000. Refer to Note 6 for a description of the contingent liability recorded. Due to the Company abandoning the Phase 2 study, the arrangement with Atlas to perform the clinical trial is terminated and the deferred revenue recorded for the variable consideration of $1,500,000 was derecognized.

Contracts – Glenmark Life Sciences

On September 3, 2020, Napo entered into a manufacturing and supply agreement (the “Agreement”) with Glenmark Life Sciences Limited (“Glenmark”), pursuant to which Glenmark will continue to serve as Napo’s manufacturer of crofelemer for use in Mytesi, the Company and Napo’s human prescription drug product approved by the U.S. Food and Drug Administration, and for other crofelemer-based products manufactured by Napo or its affiliates for human or animal use. The term of the Agreement is approximately 2.5 years (i.e., until March 31, 2023) and may be extended for successive two-year renewal terms upon mutual agreement between the parties thereto. Pursuant to the terms of the Agreement, Glenmark will supply crofelemer to Napo and its affiliates. The Agreement contains provisions regarding the rights and responsibilities of the parties with respect to manufacturing specifications, forecasting and ordering, delivery arrangements, payment terms, confidentiality and indemnification, as well as other customary provisions. The Agreement includes a commitment for the purchase from Glenmark of a minimum quantity of 300 kilograms of crofelemer per year, pro-rated for partial years, where the Company may be obligated to pay any shortfall. Either party may terminate the Agreement for any reason with 12 months prior written notice to the other party. In addition, either party may terminate the Agreement upon written notice as a result of a material breach of the Agreement that remains uncured for a period of 90 days. If the Company terminates the Agreement as a result of a material breach caused by Glenmark, the Company will not be obligated to pay for any minimum quantity shortfall.

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. Knight forfeited its 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 collaboration revenues for the three and nine months ended September 30, 2020 and 2019.

Modifications to Equity-classified Instruments

In the nine months ended September 30, 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 statements 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 nine months ended September 30, 2020, the Company modified the terms of its Series B convertible preferred stock, and Series 1, 2 and Bridge warrants (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 Stock Incentive Plans (see Note 12) provide 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 unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The primary focus of the standard is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. The standard requires the use of the prospective method of transition for disclosures related to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop fair value measurements categorized within Level 3 of the fair value hierarchy, and narrative description of measurement uncertainty. All other amendments in the standard are required to be adopted retrospectively. We adopted the standard on January 1, 2020. The adoption of this standard did not have a material effect on the Company’s unaudited condensed consolidated financial statements and related disclosures.

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606. ASU 2018-18 provides guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard. The standard also provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. The standard is to be applied retrospectively to the date of the initial application of Topic 606 which also requires recognition of the cumulative effect of applying the amendments as an adjustment to the opening balance of retained earnings of the later or the earliest annual period presented and the annual period inclusive of the initial application of Topic 606. We adopted the standard on January 1, 2020. The adoption of this standard did not have a material effect on the Company’s unaudited condensed consolidated financial statements and related disclosures.

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

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The pronouncement is effective for the Company beginning January 1, 2022 with early adoption permitted. The Company is still evaluating the impact of the adoption of this standard.

Fair Value Measurements

9 Months Ended

Sep. 30, 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 September 30, 2020 and December 31, 2019.


	September 30, 2020
	(unaudited)
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	126	$	126
Series D perpetual preferred stock liability		—		—		6,430		6,430
Total fair value	$	—	$	—	$	6,556	$	6,556


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

The Series D perpetual preferred stock liability represents 848,117 of 8% cumulative perpetual preferred shares. The shares are redeemable at $8.00 per share on December 31, 2024, the date in which contractual cash outflows of the Exchange Note 2 (See Note 7) require the entire settlement or redemption of the Series D perpetual preferred stock liability. The shares are entitled to stock dividends at the rate of 8% per annum, compounded monthly for twenty-four consecutive calendar months, based on the outstanding number of shares, including any dividend in arrears. Since the shares are mandatorily redeemable on a specified date they are recognized as liabilities.

The fair value of the Series D perpetual preferred stock liability amounting to $6,430,000 as of
September 30, 2020 was based on weighted discounted cash flows representing the settlement value of the shares and cumulative dividends issued using a current borrowing rate adjusted for counterparty. They were classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including the Company’s own credit risk.

The Company determined and performed the valuations of the Series D perpetual preferred stock liability with the assistance of an independent valuation service provider. On a quarterly basis, the Company considers the main level 3 inputs used derived as follows:

Discount rates for Series D perpetual preferred stock were determined using comparison of various effective yields on investments as of the valuation date.

Weighted probability of cash outflows was estimated based on the entity's knowledge of the business and how the current economic environment is likely to impact the timing of the cash outflows.

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:


	Range of inputs (probability-weighted average)		Relationship of unobservable
Unobservable Inputs	2020	2019	inputs to fair value
Risk Adjusted Discount Rate	12%-15% (14%)	N/A	Lower discount rate (-200 basis points (bps)) would increase FV by $103,000; Higher discount rate (+100 bps) would decrease FV by $117,000
Timing of Cash Flows: Settlement on September 30, 2021	60%-90% (90%)	N/A	If expected cash flows determined by Management would consider a mix of 70%, 15%, and 15% for the respective scenarios, FV would have decreased by $38,000. If expected cash flows determined by Management would consider a mix of 60%, 20%, and 20% for the respective scenarios, FV would have decreased by $57,000.
Timing of Cash Flows: Settlement on December 30, 2021	5%-20% (5%)	N/A	If expected cash flows determined by Management would consider a mix of 70%, 15%, and 15% for the respective scenarios, FV would have decreased by $38,000. If expected cash flows determined by Management would consider a mix of 60%, 20%, and 20% for the respective scenarios, FV would have decreased by $57,000.
Timing of Cash Flows: Settlement on August 31, 2022	5%-20% (5%)	N/A	If expected cash flows determined by Management would consider a mix of 70%, 15%, and 15% for the respective scenarios, FV would have decreased by $38,000. If expected cash flows determined by Management would consider a mix of 60%, 20%, and 20% for the respective scenarios, FV would have decreased by $57,000.

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


	Nine Months Ended
	September 30, 2020
	Warrant Liability		Series D perpetual preferred stock liability
(in thousands)	(unaudited)		(unaudited)
Beginning fair value of Level 3 liability	$	3	$	—
Additions		3,696		6,359
Exercises		(5,993)		—
Change in fair value		2,420		71
Ending fair value of Level 3 liability	$	126	$	6,430

Warrant Liability

The warrants associated with the Level 3 warrant liability were the November 2016 Series A Warrants, the October 2018 Underwriter Warrants and the May 2020 Series 3 Warrants, which, at September 30, 2020, were valued at zero, $1,000 and $125,000 respectively, in the Company’s condensed consolidated balance sheets. 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 zero, $3,000, zero and zero, respectively in the Company’s condensed consolidated balance sheets.

The November 2016 Series A Warrants

The Series A warrant valuation of zero at September 30, 2020 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.29, a strike price of $787.50 per share, an expected term of 1.70 years, volatility of 148% and a risk-free discount rate of 0.13%. The Series A warrant valuation of zero 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 decrease in the fair value of the warrants of zero for the three and nine months ended September 30, 2020, was recorded as a gain in the change in fair value of financial instruments in the unaudited condensed consolidated statements of operations.

The October 2018 Underwriter Warrants

The October 2018 Underwriter Warrants valuation of $1,000 at September 30, 2020 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.29, a strike price of $52.50 per share, an expected term of 3.00 years, volatility of 156% and a risk-free discount rate of 0.16%. The October 2018 Underwriter Warrants valuation of $3,000 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 decrease in the fair value of the warrants of $1,000 and $3,000 for the three and nine months ended September 30, 2020, respectively, was recorded as a gain in the change in fair value of financial instruments in the unaudited condensed consolidated statements of operations.

The May 2020 Series 3 Warrants

The May 2020 Series 3 Warrants valuation of $123,000 at September 30, 2020 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.29, a strike price of $0.00 per share, an expected term of 5.14 years, volatility of 142% and a risk-free discount rate of 0.28%. The May 2020 Series 3 Warrants valuation of $3,696,000 at issuance on May 22, 2020 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.44, a strike price of $0.05 per share, an expected term of 5.50 years, volatility of 143% and a risk-free discount rate of 0.34%. The net increase in the fair value of the warrants of $2,034,000 and $2,422,000 for the three and nine months ended September 30, 2020, respectively, was recorded as a loss in the change in fair value of financial instruments in the unaudited condensed consolidated 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

9 Months Ended

Sep. 30, 2020

Balance Sheet Components

Balance Sheet Components

4. Balance Sheet Components

Inventory

Inventory at September 30, 2020 and December 31, 2019 consisted of the following:


	September 30,		December 31,
(in thousands)	2020		2019
	(unaudited)
Raw Material	$	604	$	457
Work in Process		542		1,211
Finished Goods		1,073		461
Inventory	$	2,219	$	2,129

Property and Equipment

Property and equipment at September 30, 2020 and December 31, 2019 consisted of the following:


	September 30,		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		(256)		(225)
Property and equipment, net	$	686	$	710

Depreciation expense was $11,000 and $31,000 in the three and nine months ended September 30, 2020. Depreciation expense was $10,000 and $40,000 for the three and nine months ended September 30, 2019, respectively.

Intangible Assets

Intangible assets at September 30, 2020 and December 31, 2019 consisted of the following:


	September 30,		December 31,
(in thousands)	2020		2019
	(unaudited)
Developed technology	$	25,000	$	25,000
Accumulated developed technology amortization		(5,278)		(4,028)
Developed technology, net		19,722		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		(63)		(48)
Trademarks, net		237		252
Total intangible assets, net	$	24,759	$	26,024

In June 2019, the Company determined that in-process research and development was impaired and recorded an impairment loss of zero and $4,000,000 in the statements of operations for the three and nine months ended September 30, 2019, respectively. Amortization expense was $422,000 and $1,265,000 for the three and nine months ended September 30, 2020 and 2019, respectively.

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 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 preferred stock to Sagard Capital Partners, L.P. (“Sagard Capital”), the Company entered into a Management Services Agreement with Sagard Capital. Under the agreement, Sagard Capital 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 an annual fee of $450,000, with total fees over the term of the agreement not to exceed $1,350,000. On September 1, 2020, in concurrence with other transactions by and between the Company, Chicago Venture Partners, L.P. (“CVP” or “Chicago Venture Partners”) and its affiliates, and Sagard Capital, the Company and Iliad Research and Trading, L.P., an affiliate of CVP, agreed to issue 2,289,474 shares of the Company’s Common Stock to Sagard Capital pursuant to the Stock Plan Agreement for termination of the Management Services Agreement in lieu of payment of $1,087,500 in accrued consulting and management fees. For the three and nine months ended September 30, 2020, total fees incurred were $112,500 and $337,500, respectively. As of September 30, 2020, the Company had zero balance due to Sagard Capital. 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. Charles 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 CA-Mission Street Partnership’s consent, replace the existing letter of credit in the amount of $475,000 entered into on August 28, 2018 by the Company with CA-Mission Street Partnership 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 Dr. 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. For the three and nine months ended September 30, 2020, total fees incurred were $30,000 and $65,000, respectively. In October 2020, CA-Mission Street Partnership released the letter of credit agreement with Dr. Conte pursuant to the expiration and termination of the office lease agreement between the Company and CA-Mission Street Partnership on September 30, 2020. As of September 30, 2020, the Company had zero balance due to Dr. Conte. In October 2020, the Company paid Dr. Conte a prorated amount due through the effective date of the release of the letter of credit of $7,000. 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 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 at an exercise price of $0.49 per share; (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 at an exercise price of $0.49 per share; 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 at an exercise price of $0.49 per share. In addition, Sagard Capital 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 a warrant that became exercisable into 187,500 shares of the Company’s common stock at an exercise price of $0.49 per share; 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 at an exercise price of $0.49 per share.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 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 expired on September 30, 2020. The monthly base rent under the lease was as follows: $38,000 for the first twelve months, $40,000 for the subsequent twelve months, and $41,000 for the final month. The Company also paid 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 the deferred balance was classified as a right-of-use asset. Each month, $20,000 of this deferred balance was recognized as non-cash lease expense during the term of the lease, which expired on September 30, 2020. 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). On August 31, 2020, the Company entered into an office sublease of approximately 5,263 square feet of office space in San Francisco. The term of the sublease will expire on May 31, 2021. The rent sublease is $15,000 per month beginning on October 1, 2020, which includes operating expenses and taxes. The Company recognizes rent expense on a straight-line basis over the non-cancelable lease period. Rent expense was $191,000 and $588,000 for the three and nine months ended September 30, 2020, respectively, and $153,000 and $554,000 for the three and nine months ended September 30, 2019, respectively. Rent expense is included in general and administrative expenses in the unaudited condensed consolidated statements of operations. 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 had the option to extend the agreement term for two months for $30,000 payable in shares of the Company’s common stock. As of September 30, 2020, no qualifying amounts were raised in China and no amounts are owed to Angel Pond as compensation. The Company did not extend the agreement with Angel Pond Capital LLC and it has expired. 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. Following the exchange of documents, the parties engaged in a mediation. As a result of the mediation process, the parties have agreed in principle to a payment of $2,600,000 to members of a settlement class consisting of all record and beneficial holders of Jaguar Animal Health, Inc. common stock who purchased, sold, or held such stock during the period from and including June 30, 2017 through and including July 31, 2017, the date the Merger closed, including any and all of their respective predecessors, successors, trustees, executors, administrators, estates, legal representatives, heirs, assigns and transferees (the “Settlement Class”). The following persons are excluded from the Settlement Class: (a) defendants; (b) members of the immediate families of each defendant; (c) any entity in which any defendant has a controlling interest; (d) the legal representatives, heirs, successors, administrators, executors, and assigns of each defendant; and (e) any persons or entities who properly exclude themselves by filing a valid and timely request for exclusion. The proposed settlement will not become effective unless and until it is approved by the district court, subject to rulings upon any objections and any appeals to the court of appeals. Assuming that the proposed settlement is approved by the district court and becomes effective, the settlement consideration will be paid by the Company’s directors and officers liability insurer. 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 totaled $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 total warrant issuance payment consisted of the Company issuing 1,096 equity-classified warrants to the underwriter in August 2018 and, in April 2020, issuing an additional 100,780 equity-classified warrants (see Note 8) to the underwriter to purchase shares of common stock at an exercise price of $2.50 per share. The common stock issuance payment consisted of the Company, in April 2020, issuing 100,000 shares of the Company’s common stock to the underwriter with a fair value of $44,900. The Company classified the cash payments, warrant and commons stock issuance payments as issuance costs in the condensed consolidated statements of changes in convertible preferred stock and stockholders’ equity. 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

9 Months Ended

Sep. 30, 2020

Debt

Debt

7. Debt

Convertible Debt

December 2017 Note

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

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

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

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

In May 2019, the Company and CVP amended the June 2017 Note agreement such that the Company made three separate exchanges of principal and related accrued interest for shares of the Company’s common stock. The first two exchanges of principal and accrued interest for common stock were not considered a substantial change to the June 2017 Note and therefore resulted in modification accounting and the determination of a new effective interest rate; the third exchange on May 29, 2019 resulted in the extinguishment of the entire June 2017 Note with a corresponding extinguishment loss of $8,000. At December 31, 2019, the June 2017 Note had been fully extinguished.

Napo Convertible Notes

March 2017 Convertible Debt

In March 2017, Napo entered into an exchangeable Note Purchase Agreement with two lenders for the funding of face amount of $1,312,000 in two $525,000 tranches of face amount $656,000. The notes bore interest at 3% and had an original maturity date of December 1, 2017. The Company assumed the notes at fair value of $1,313,000 as part of the Napo Merger.

First Amendment to Note Purchase Agreement and Notes

In December 2017, Napo amended the exchangeable note purchase agreement to extend the maturity of the first tranche and second tranche of notes to February 15, 2018 and April 1, 2018, respectively, increase the principal amount by 12%, and reduce the conversion price from $39.20 per share to $14.00 per share. The Company also issued 166,139 shares of common stock to the lenders in connection with this amendment to partially redeem $299,000 from the first tranche of the notes. The amended face value of the notes was $1,171,000. This amendment resulted in the Company treating the notes as having been extinguished and replaced with new notes for accounting purposes due to meeting the 10% cash flow test. The conversion option in the notes was bifurcated and accounted for as a conversion option liability at its fair value.

Second Amendment to Note Purchase Agreement and Notes

On February 16, 2018, Napo amended the exchangeable note purchase agreement to extend the maturity date of the Second Tranche Notes from April 1, 2018 to May 1, 2018. In addition, the Company also issued 3,603 shares of common stock to the Purchasers as repayment of the remaining $436,000 aggregate principal amount and $18,000 in accrued and unpaid interest thereon. On March 23, 2018, the Company paid off the remaining $735,000 of principal and $21,000 in interest due on the second tranche debt in cash with proceeds from the March 23, 2018 equity financing. The fair value of the conversion option liability was again revalued at March 23, 2018 using the Black-Scholes-Merton model using the following criteria: stock price of $14.70 per share, expected life of 0.11 years, volatility of 288.16%, risk-free rate of 1.69% and dividend rate of 0%, resulting in an increase of $175,000 to the fair value of the conversion option liability and included in the change in fair value of warrants and conversion option liability in the statements of operations. The underlying debt was paid off in March of 2018 and the $287,000 conversion option liability was written off to loss from operations in the unaudited condensed consolidated statements of operations.

December 2016 Convertible Debt

In December 2016, Napo entered into a note purchase agreement which provided for the sale of up to $12,500,000 face amount of notes and issued convertible promissory notes (the “Napo December 2016 Notes”) in the aggregate face amount of $2,500,000 to three lenders and received proceeds of $2,000,000 which resulted in $500,000 of original issue discount. In July 2017, Napo issued convertible promissory notes (the “Napo July 2017 Notes”) in the aggregate face amount of $7,500,000 to four lenders and received proceeds of $6,000,000 which resulted in $1,500,000 of original issue discount. The Napo December 2016 Notes and the Napo July 2017 Notes mature on December 30, 2019 and bear interest at 10% with interest due each six-month period after December 30, 2016. On June 30, 2017, the accrued interest of $125,000 was added to principal of the Napo December Notes, and the new principal balance became $2,625,000. Interest may be paid in cash or in the stock of Jaguar per terms of the note purchase agreement. In each one year period beginning December 30, 2016, up to one-third of the principal and accrued interest on the notes may be converted into the common stock of the merged entity at a conversion price of $64.75 per share. The Company assumed these convertible notes at fair value of $11,161,000 as part of the Napo Merger. The $1,036,000 difference between the fair value of the notes and the principal balance was being amortized over the twenty-nine (29) month period from July 31, 2017 to December 31, 2019. Interest expense is paid every nine months through the issuance of common stock. On March 16, 2018, $535,000 of interest accrued through January 31, 2018 and $170,000 of certain legal expenses were paid through the issuance of 4,081 shares of the Company's common stock. In August 2018, the Company paid $480,000 of accrued interest through July 31, 2018 with the issuance of 4,582 shares of the Company’s common stock. In January 2019, $447,000 of accrued interest was paid through the issuance of 19,751 shares of the Company's common stock.

Extinguishment and Exchange of the Napo Convertible Notes

In May 2019, in a restructuring of the Notes, CVP acquired the Napo December 2016 and Napo July 2017 Notes, as well as all rights thereof, and immediately extinguished the two Notes; in their place, the Company issued to CVP a new note (“Exchange Note 1”). The collective carrying amount of the Napo December 2016 and Napo July 2017 Note immediately before the exchange was $10,376,000, or principal of $10,125,000 and unamortized premium of $251,000. The new Exchange Note 1 had an opening principal balance of $10,536,000, consisting of the $10,125,000 principal balance of the extinguished notes plus $411,000 in accrued but unpaid interest from the Napo December 2016 and Napo July 2017 Notes. At September 30, 2020 and December 31, 2019, the balance of the Napo December 2016 and Napo July 2017 Notes was zero.

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

Notes Payable

Notes payable at September 30, 2020 and December 31, 2019 consist of the following:



	September 30,		December 31,
(in thousands)	2020		2019
		(unaudited)
2019 Exchange Note 1	$	3,381	$	4,381
2019 Exchange Note 2		2,524		2,297
Insurance Premium Financing		582		—
Tempesta Note Payable		450		550
Royalty Interest		217		—
Oasis Secured Borrowing		2,619		—
		9,773		7,228
Less: unamortized discount and debt issuance costs		(332)		—
Note payable, net of discount	$	9,441	$	7,228
Notes payable - non-current, net	$	2,660	$	450
Notes payable - current, net	$	6,781	$	6,778

December 2017 Note

On December 8, 2017, the Company entered into a securities purchase agreement with CVP pursuant to which the Company issued a promissory note (the “December 2017 Note”) in the aggregate principal amount of $1,588,000 for an aggregate purchase price of $1,100,000. The December 2017 Note carried an original issue discount of $463,000, and the initial principal balance also included $25,000 to cover CVP’s transaction expenses. The Company used the proceeds for general corporate purposes. The December 2017 Note bore interest at the rate of 8% per annum and had an original maturity date of 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 was 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 was computed using a new effective rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the note.

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the 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 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.

In April 2019, the Company and CVP amended the December 2017 Note agreement such that the Company made two separate exchanges of principal and related accrued interest for shares of the Company’s common stock. The first exchange resulted in changes to cash flows that were considered substantial, resulting in extinguishment accounting with an extinguishment loss of $100,000; the second exchange on April 17, 2019 resulted in the extinguishment of the entire December 2017 Note with a corresponding extinguishment loss of $19,000. At December 31, 2019, the December 2017 Note had been fully extinguished.

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 carried an original issue discount of $656,000, and the initial principal balance also included $25,000 to cover CVP's transaction expenses. The Company used the proceeds for general corporate purposes and working capital. The Note bore interest at the rate of 8% per annum and had an original maturity date of 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.

In April 2019, the Company and CVP amended the February 2018 Note agreement such that the Company made a single exchange of principal and related accrued interest for shares of the Company’s common stock. The first exchange on April 16, 2019 resulted in the extinguishment of the entire February 2018 Note with a corresponding extinguishment loss of $38,000. At December 31, 2019, the February 2018 Note had been fully extinguished.

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 carried an original issue discount of $315,000, and the initial principal balance also included $25,000 to cover CVP's transaction expenses. The Company used the proceeds to fully repay certain prior secured and unsecured indebtedness. The Note bore interest at the rate of 8% per annum and had an original maturity date of 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 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 December 31, 2019, the March 2018 Note had been fully extinguished.

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.

In September 2020, the Company and CVP entered into note exchange agreements pursuant to which the Company made prepayments of principal and related accrued interest of an aggregate amount of $1,500,000, in lieu of making cash payments to CVP on Exchange Note 1, by issuing 1,428,571 shares and 3,333,333 shares of the Company’s common stock to CVP, on September 23, 2020 and September 25, 2020, respectively. At September 30, 2020 and December 31, 2019, the carrying value of the Exchange Note 1 is $3,381,000 and $4,381,000, respectively.

In September 2020, the Company and CVP also entered into a global amendment agreement, pursuant to which the maturity date of the Exchange Note 2 is extended to December 31, 2021. In consideration of CVP’s grant of extension, together with the related fees and other accommodation set forth, principal debt is increased equal to 5% of the Outstanding Balance of the Exchange Note 2, which was $2,611,000 as of the global amendment date. The global amendment requires no principal payment shall be made to the Exchange Note 2 until the redemption of Series D Perpetual Preferred Shares. See Note 10 for further discussion. The Company determined the incremental value of cash flows amounting to $228,000 with the assistance of an independent valuation service provider, based on weighted probability assumptions of various settlement conditions and penalties stipulated in the contract therein.

The global amendment agreement was accounted for as a modification; hence 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 September 30, 2020 and December 31, 2019, the carrying value of the Exchange Note 2 was $2,310,000 and $2,297,000 respectively.

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 September 30, 2020, the net carrying value of the Tempesta note was $450,000.

Sale of Future Royalty Interest

In March 2020, the Company entered into a royalty interest purchase agreement (the “Purchase Agreement”) with Iliad, 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%.

On July 10, 2020, the Company and Iliad entered into an amendment to the Purchase Agreement to which the parties agreed that no royalty payments or other payment will be due prior to December 10, 2020. The Royalty Payments shall resume as of December 10, 2020, which Royalty Payment will cover Net Sales on Included Products and licensing fees and milestone payments for the month of November. In consideration of the amendment, the balance of the Royalty Repayment Amount as of July 10, 2020 was increased by 10%. All other terms remain unchanged. This amendment resulted in the Company accounting for the transaction as a troubled debt restructuring, under which the carrying amount of the debt remained unchanged but interest expense is computed using a new effective rate that equates the present value of future cash payments specified by the new terms with the carrying amount of the debt. The Company has paid $283,000 of the $500,000 Royalty Interest amount and the remaining amount is outstanding as of September 30, 2020. No Royalty Payments are due until December 10, 2020.

Oasis Secured Borrowing

The Purchase Agreement

In May 2020, the Company, entered into a one-year Accounts Receivable Purchase Agreement (the “Purchase Agreement”) with Oasis Capital (“Oasis”), pursuant to which Oasis may from time to time at its discretion purchase accounts receivable of the Company on a recourse basis, at a purchase price equal to 37.5% of the face amount of the first purchase, and at a purchase price equal to 42.5% for subsequent purchased accounts (“Purchase Price”). With respect to purchased accounts, in the event that Oasis receives more than an amount equal to the sum of (i) the face amount of such purchased account multiplied by 0.0545 and (ii) the Purchase Price (such amount, the “Threshold Price”) from collection on such purchased accounts, then Oasis will return any such excess overage amount (the “Overage”) to the Company, as applicable, within five days after Oasis’s receipt thereof.

In the event Oasis does not receive at least the Threshold Price for a purchased account on or before such account becomes due and payable, the Company will, at Oasis’s election, be obligated to either (i) pay the difference between the Threshold Price and the amount received by Oasis for such account (the “Shortfall”) within 30 days thereof, or (ii) assign or transfer to Oasis additional accounts receivable with a Purchase Price equal to (A) the Shortfall plus (B) an amount equal to 25% of the Shortfall (the “Additional Amount”).

The initial term of the Purchase Agreement is one year, which 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 Purchase Agreement on 60 days’ prior written notice. Under the Purchase Agreement, Oasis is entitled to a transaction fee of $25,000 and may be entitled to additional transaction fees to the extent Oasis acquires additional accounts receivable under the Purchase Agreement, which fees will not exceed $5,000 per transaction.

Per the Purchase Agreement, the Company will service and administer the purchased accounts receivable for Oasis. Oasis appointed the Company to be its agent and servicer for monitoring and collecting the Accounts Receivable subject to the terms of the Purchase Agreement. The Company will perform its duties in a commercially reasonable manner and agrees that Company will not commence any legal action with respect to such servicing and collection efforts and shall not terminate, discharge, discount or write off any accounts receivable without Oasis's prior written consent.

The Company, having determined that it did not meet the criteria per ASC 860-10-40-5 to account for the transactions under the Purchase Agreement as sales, accounts for such transactions as secured borrowings in accordance with ASC 860-30, “Transfers – Secured Borrowings and Collateral.”

May 2020 Oasis Secured Note - Tranche #1

In May 2020, for the first sale under the terms of the Purchase Agreement, the Company received cash proceeds of $1,007,000 from Oasis, or $1,032,000 less a $25,000 transaction fee (the “Tranche #1 Secured Note”). Oasis purchased accounts receivable with a carrying value of $1,674,000, or gross accounts receivable of $2,754,000 net of chargebacks and discounts of $1,080,000. The purchase was effectuated pursuant to an Assignment Agreement, dated May 12, 2020, between the Company and Oasis. The Maturity Date, by which date Oasis must collect the $1,182,000 Threshold Price, is on or before July 10, 2020.

The Company recorded the sale as a short-term secured borrowing with a principal amount of $1,007,000, or $1,182,000 net of a $175,000 discount. Though there was no stated interest rate, the effective interest rate was 147.9%. The Tranche #1 Secured Note had a maturity date of July 10, 2020, or earlier if the Threshold amount was received by Oasis prior to that date (payment of the Threshold amount was the maturity date). Accordingly, during the term of the Tranche #1 Secured Note, the effective interest rate was variable, dependent on the amount of any principal payment and payment dates.

On June 30, 2020, the Company made its final required payment to Oasis under the Tranche #1 Secured Note, with total payments equaling the $1,182,000 Threshold amount, and the Tranche #1 Secured Note was extinguished.

June 2020 Oasis Secured Note - Tranche #2

In June 2020, for its second sale under the terms of the Purchase Agreement, the Company received cash proceeds of $1,215,000 from Oasis (the “Tranche #2 Secured Note”). Oasis purchased accounts receivable with a carrying value of $1,738,000, or gross accounts receivable of $2,859,000 net of chargebacks and discounts of $1,121,000. The purchase was effectuated pursuant to an amended Assignment Agreement, effective June 26, 2020, between Napo and Oasis. The Maturity Date, by which date Oasis must collect the $1,371,000 Threshold Price plus the transaction fee of $10,000, was September 2, 2020.

The Company recorded the sale to Oasis as a short-term secured borrowing with a principal amount of $1,215,000, or $1,371,000 net of a $156,000 discount. Though there was no stated interest rate, the effective interest rate at issuance was 77.7%. The Tranche #2 Secured Note had a maturity date of September 2, 2020, or earlier if the Threshold amount was received by Oasis prior to that date (payment of the Threshold amount is the maturity date). Accordingly, during the term of the Tranche #2 Secured Note, the effective interest rate is variable, dependent on the amount of any principal payment and payment dates.

In September 2020, the Company made its final required payment to Oasis under the Tranche #2 Secured Note, with total payments equaling the $1,381,000 Threshold amount plus the transaction fee, and the Tranche #2 Secured Note was extinguished.

August 2020 Oasis Secured Note - Tranche #3

In August 2020, for its third sale under the terms of the Purchase Agreement, the Company received cash proceeds of $1,335,000 from Oasis (the “Tranche #3 Secured Note”). Oasis purchased accounts receivable with a carrying value of $1,908,000, or gross accounts receivable of $3,153,000 net of chargebacks and discounts of $1,245,000. The purchase was effectuated pursuant to an amended Assignment Agreement, effective August 13, 2020, between Napo and Oasis. The Maturity Date, by which date Oasis must collect the $1,512,000 Threshold Price, was October 13, 2020. The secured borrowing gross balance remaining to be paid is $1,512,000 as of September 30, 2020.

The Company recorded the sale to Oasis as a short-term secured borrowing with a principal amount of $1,335,000, or $1,512,000 net of a $177,000 discount. Though there was no stated interest rate, the effective interest rate at issuance was 125.6%. The Tranche #3 Secured Note had a maturity date of October 13, 2020, or earlier if the Threshold amount was received by Oasis prior to that date (payment of the Threshold amount is the maturity date). Accordingly, during the term of the Tranche #3 Secured Note, the effective interest rate is variable, dependent on the amount of any principal payment and payment dates.

The Company has collected cash proceeds of $2,332,000 of the gross receivables pledged to Oasis under the Tranche #3 Secured Note as of September 30, 2020. The pledged balance remaining in the Company’s gross accounts receivables is $821,000 as of September 30, 2020. The Company will be obligated any Shortfall by the maturity date of October 12, 2020, otherwise it will be obligated, at Oasis’s election, to either (i) pay the Shortfall amount within 30 days thereof, or (ii) assign or transfer to Oasis additional accounts receivable with a Purchase Price equal to (A) the Shortfall plus (B) an amount a 25% Additional Amount.

September 2020 Oasis Secured Note - Tranche #4

In September 2020, for its third sale under the terms of the Purchase Agreement, the Company received cash proceeds of $985,000 from Oasis (the “Tranche #4 Secured Note”). Oasis purchased accounts receivable with a carrying value of $1,410,000, or gross accounts receivable of $2,330,000 net of chargebacks and discounts of $920,000. The purchase was effectuated pursuant to an amended Assignment Agreement, effective September 9, 2020, between Napo and Oasis. The Maturity Date, by which date Oasis must collect the $1,117,000 Threshold Price, was November 12, 2020. The secured borrowing gross balance remaining to be paid is $1,117,000 as of September 30, 2020.

The Company recorded the sale to Oasis as a short-term secured borrowing with a principal amount of $985,000, or $1,117,000 net of a $132,000 discount. Though there was no stated interest rate, the effective interest rate at issuance was 98.4%. The Tranche #4 Secured Note had a maturity date of November 12, 2020, or earlier if the Threshold amount was received by Oasis prior to that date (payment of the Threshold amount is the maturity date). Accordingly, during the term of the Tranche #4 Secured Note, the effective interest rate is variable, dependent on the amount of any principal payment and payment dates.

The secured borrowing gross balance remaining to be paid is $1,117,000 as of September 30, 2020. The pledged balance remaining in accounts receivables is $2,330,000 as of September 30, 2020. The pledged balance remaining in the Company’s gross accounts receivables is $2,330,000 as of September 30, 2020.

Insurance Premium Financing

In May 2020, the Company entered into a financing agreement for $873,000 for a portion of the Company’s annual insurance premiums. The balance is due in monthly installments over nine (9) months with an annual interest rate of 4.15% and total installment paid is $193,000 as of September 30, 2020. The financing balance was $582,000 as of
September 30, 2020.

Warrants

9 Months Ended

Sep. 30, 2020

Warrants

Warrants

8. Warrants

The following table summarizes information about warrants outstanding and exercisable into shares of the Company’s common stock for the nine months ended September 30, 2020 and for the year ended December 31, 2019:


	September 30, 2020	December 31, 2019
	(unaudited)
Warrants outstanding, beginning balance	19,421,892	34,682
Issuances	8,771,632	20,637,761
Exercises	(20,852,665)	(1,250,000)
Expirations and cancelations	(323)	(551)
Warrants outstanding, ending balance	7,340,536	19,421,892

May 2020 Series 3 Warrants

In May 2020, concurrent with the May 2020 modification of the exercise price of the Series 1, Series 2 and Bridge Warrants and inducement offer, the Company issued unregistered Series 3 Warrants to purchase 8,670,852 shares of common stock. The Series 3 Warrants have an exercise price of $0.53 per share and are exercisable beginning the earlier of (i) six months from their May 22, 2020 issuance date and (ii) receipt of the requisite Stockholder Approval (defined below), and expire five years thereafter. In addition to the fixed settlement method at $0.53 per warrant share, the Series 3 Warrants have two contingent settlement methods: (i) if at the time of exercise there is no effective registration statement, then the holders of the 8,670,852 warrants may exercise the warrants in a “cashless exercise,” under which the holders will receive the aggregate warrants less the number of warrants equal to the exercise price; or (ii) a cashless exercise feature wherein, regardless if there is an effective registration agreement, following the requisite Stockholder Approval, each such Series 3 Warrant will be exercisable into one share of common stock for no consideration (the “Alternate Cashless Exercise”).

The Series 3 Warrants were initially valued at $3,696,000 using the Black-Scholes option pricing model as follows: probability-weighted exercise price of $0.05 per share, stock price of $0.44 per share, expected life of 5.50 years, volatility of 141%, and a risk-free rate of 0.34%. The Series 3 Warrants were classified as liabilities on the Company’s condensed consolidated balance sheets.

A Special Meeting of Stockholders was held on July 21, 2020, whereupon a proposal to approve the “Alternate Cashless Exercise” settlement method for the Series 3 Warrants was approved. The Series 3 Warrants and their underlying common shares were registered per the registration statement on Form S-3 on June 5, 2020.

In July 2020, certain holders of the Series 3 Warrants agreed to exercise 7,695,500 shares for a 1-for-1 exchange of common shares in an Alternate Cashless Exercise. The aggregate fair value of the common stock issued upon the exercise of the Series 3 Warrants as of the exercise date was $5,687,000.

In August 2020, certain holders of the Series 3 Warrants agreed to exercise 552,830 shares for a 1-for-1 exchange of common shares in an Alternate Cashless Exercise. The aggregate fair value of the common stock issued upon the exercise of Series 3 Warrants as of the exercise date is $306,000.

As of September 30, 2020, the remaining Series 3 Warrants are valued at $123,000 using the Black-Scholes option pricing model with inputs as follows: probability-weighted exercise price of $0 per share, stock price of $0.29 per share, expected life of 5.14 years, volatility of 142%, and a risk-free rate of 0.28%. The Series 3 Warrants are classified as liabilities on the Company’s condensed consolidated balance sheets.

The April 2020 Underwriter Warrants

In April 2020, in consideration of the settlement of a dispute regarding underwriting fees (see Note 6), the Company issued warrants to purchase 100,780 shares of common stock at an exercise price of $2.50 per common share. The warrants were valued at $32,000 using the Black-Scholes option pricing model as follows: exercise price of $2.50 per share, stock price of $0.45 per share, expected life of 4.25 years, volatility of 141%, and a risk-free rate of 0.29%. The warrants were equity classified in the condensed consolidated statements of changes in convertible preferred stock and stockholders’ equity.

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 equity classified in the condensed consolidated statements of changes in convertible preferred stock and 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 $9,000 in fair value of the modified warrants was recorded as an expense in the unaudited condensed consolidated statements of operations for the nine months ended
September 30, 2020.

May 2020 Modification of the 2019 Bridge Note Warrants and Inducement Offer

In May 2020, the Company reduced the exercise price of all outstanding 2019 Bridge Warrants from $2.00 per share to $0.49 per share. The Company determined the impact of this modification to be an increase in the fair value of the warrants of $166,000. Because the modification applied to the entire class of Bridge Warrant holders, the increase in fair value represented a deemed dividend to the entire class of Bridge Warrant holders. The modification did not result in the reclassification of the equity-classified Bridge warrants from additional paid-in-capital to liability classification.

In May 2020, concurrent with the reduction of the exercise price of the Bridge Warrant, the Company entered into a warrant exercise inducement offer with certain holders of the Bridge Warrants, pursuant to which such holders agreed to exercise for cash Bridge Warrants to purchase 93,750 shares of common stock, in exchange for the Company’s issuing to the exercising holders new unregistered Series 3 Warrants to purchase 93,750 shares of common stock.

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 of 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 $0.6920. 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 $6,000 in fair value of the modified warrants was recorded as an expense in the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2020.

May 2020 Modification of the July 2019 Series 1 Warrants and Inducement Offer

In May 2020, the Company reduced the exercise price of all outstanding Series 1 Warrants from $1.40 per share to $0.49 per share. The Company determined the impact of this modification to be an increase in the fair value of the warrants of $284,000. 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.

In May 2020, concurrent with the reduction of the exercise price of the Series 1 Warrants, the Company entered into a warrant exercise inducement offer with certain holders of the Series 1 Warrants, pursuant to which such holders agreed to exercise for cash Series 1 Warrants to purchase 4,572,040 shares of common stock, in exchange for the Company’s issuing to the exercising holders new unregistered Series 3 Warrants to purchase 4,572,040 shares of common stock.

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 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 unaudited condensed consolidated statements of operations for the nine months ended September 30, 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 unaudited condensed consolidated statements of operations for the nine months ended September 30, 2020. The modification did not result in the reclassification of the equity-classified Series 2 Warrants from additional paid-in-capital to liability classification.

May 2020 Modification of the July 2019 Series 2 Warrants and Inducement Offer

In May 2020, the Company reduced the exercise price of all outstanding Series 2 Warrants from $2.00 per share to $0.49 per share. The Company determined the impact of this modification to be an increase in the fair value of the warrants of $406,000. Because the modification applied to the entire class of Series 2 Warrant holders, the increase in fair value represented a deemed dividend to the entire class of Series 2 Warrant holders. The modification did not result in the reclassification of the equity-classified Series 2 Warrants from additional paid-in-capital to liability classification.

In May 2020, concurrent with the reduction of the exercise price of the Series 2 Warrants, the Company entered into a warrant exercise inducement offer with certain holders of the Series 2 Warrants, pursuant to which such holders agreed to exercise for cash Series 2 Warrants to purchase 4,033,562 shares of common stock, in exchange for the Company’s issuing to the exercising holders new unregistered Series 3 Warrants to purchase 4,005,062 shares of common stock.

As of September 30, 2020, the total of 6,367,635 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 11). The warrants have an exercise price of $0.78 per share and became 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 in the common stock and warrants being allocated $1,035,000 and $465,000, respectively. The warrants were classified in stockholders’ equity.

Preferred Stock

9 Months Ended

Sep. 30, 2020

Preferred Stock

Preferred Stock

9. Preferred Stock

At September 30, 2020, preferred stock consisted of the following:


								Liquidation
(in thousands, except share data)	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
B-2		10,165		7,534	$	916	$	—
C		1,011,000		849,521		4,773		8.00
Total		1,021,165		857,055	$	5,689

At December 31, 2019, 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		—
Total		5,546,154		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 pursuant to which the Company, in a private placement, agreed to issue and sell to Sagard Capital 5,524,926 shares of the Company's Series A convertible 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 $194.25 per share. Subject to certain limited exceptions, the shares of Preferred Stock could not be offered, pledged or sold by Sagard Capital 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. If a Redemption Event were 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. Anyone 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 SEC on or before June 30, 2021, its Form 10-Q for the three months ending March 31, 2021.

In March 2019, the Company and Sagard Capital 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 at the option of the holder.

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 $12,738,822.

In September 2020, the Company and Sagard Capital entered into an exchange agreement, by which the remaining Series A convertible preferred shares were exchanged for (i) 842,500 shares of the Company’s Series C perpetual preferred shares, and (ii) 842,500 shares of the Company’s Series D perpetual preferred shares, all issued to Iliad Research and Trading, L.P. (“Iliad”).

The exchange agreement was entered into to effect a share-for-share exchange transaction. The Series A convertible preferred shares were canceled upon surrender, and the Company issued Iliad the Series C and Series D perpetual preferred shares. The exchange agreement was treated as an extinguishment of the Series A convertible preferred shares. As of the exchange date, the related extinguishment required recording derecognition of the Series A accreted value and recording Series C and Series D at fair value. The related excess of the carrying value over the fair value of the new instruments of $150,000 was recorded to additional paid-in-capital and increased earnings available to common stockholders.

On September 4, 2020, the Company filed a certificate with the Secretary of State of Delaware effecting the retirement and cancellation of the Series A convertible preferred stock. As of September 30, 2020, there were no Series A convertible preferred shares authorized or outstanding.

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 $4,240,000 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. There were zero and 1,971 shares of Series B convertible preferred stock outstanding as of September 30, 2020 and December 31, 2019, respectively.

In March 2020, the Company entered into a Warrant Exercise and Preferred Stock Amendment Agreement (“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 unaudited condensed consolidated statements of operations for the nine months ended
September 30, 2020.

On September 4, 2020, the Company filed a certificate with the Secretary of State of Delaware effecting the retirement and cancellation of the Series B convertible preferred stock. As of September 30, 2020, there were no Series B convertible preferred shares authorized or outstanding.

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.

On September 4, 2020, the Company filed a certificate with the Secretary of State of Delaware effecting the retirement and cancellation of the Series B-1 convertible preferred stock. As of September 30, 2020, there were no Series B-1 convertible preferred shares authorized or outstanding.

Series B-2 Convertible Preferred Stock

In December 2019, the Company entered into an exchange agreement with Oasis Capital, LLC (“Oasis Capital”), pursuant to which Oasis Capital gave up (i) its remaining unexercised Prepaid Forward contracts (see Note 11) 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.

The 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-2 convertible preferred stock converted 2,631 preferred shares into 499,890 shares of common stock.

Series C Perpetual Preferred Stock

In September 2020, the Company entered into an exchange agreement with Iliad pursuant to which the Company agreed to issue 842,500 shares of the Company's Series C perpetual preferred shares, $0.0001 par value per share, for a non-cash exchange of equity instruments, contemporaneously entered with the issuance of Series D perpetual preferred shares, in exchange of remaining Series A convertible preferred shares totaling to 5,524,926 shares, and accreted value of $11,227,000 as of the exchange date, and entered into an amendment agreement of the Exchange Note 2, with issuance value of $2,296,926 and carrying value of $2,610,677 as of the exchange date, to extend maturity from December 31, 2020 to December 31, 2021, in consideration of 5% increase in the outstanding balance.

Holders of the Series C perpetual preferred shares are not entitled to voting rights. However, as long as any Series C perpetual preferred share is outstanding, the Company is restricted to alter, change, or enter into agreement to alter or change adversely the powers, preferences, or rights given to the shareholders.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of Series C perpetual preferred 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 C perpetual preferred shares 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 C equal to one times the Series C original issue price.

The Series C perpetual preferred shares are redeemable upon the option or discretion of the Company.

The Series C perpetual preferred shares are entitled to receive 10% cumulative stock dividends, to be payable in arrears on a monthly basis for 24 consecutive months. Dividends payable on the Series C perpetual preferred shares shall be payable through the Company’s issuance of Series C perpetual preferred share by delivering to each record holder the calculated number of payment-in-kind (“PIK”) dividend shares.

The Series C perpetual preferred shares are initially measured at fair value using the income approach, which considered the weighted probability of discounted cash flows at various scenarios of redemption by the Company or liquidation event and perpetual holding of the shares. As of the date of exchange, total fair value of the Series C perpetual preferred shares amounted to $4,717,000.

The preferred stock has been classified as permanent stockholders' equity in accordance with authoritative guidance for the classification and measurement of perpetual shares without mandatory redemption period because the redemption option is ultimately in the control of the Company.

Series D Perpetual Preferred Stock	9 Months Ended
Series D Perpetual Preferred Stock	Sep. 30, 2020
Series D Perpetual Preferred Stock
Series D Perpetual Preferred Stock	10. Series D Perpetual Preferred Stock In September 2020, the Company entered into an exchange agreement with Iliad pursuant to which the Company agreed to issue 842,500 shares of the Company's Series D perpetual preferred shares, $0.0001 par value per share, for a non-cash exchange of equity instruments, contemporaneously entered with the issuance of Series C perpetual preferred shares, in exchange of remaining Series A convertible preferred shares totaling to 5,524,926 shares, and accreted value of $11,227,000 as of the exchange date, and entered into an amendment agreement of the Exchange Note 2, with issuance value of $2,296,926 and carrying value of $2,610,677 as of the exchange date, to extend maturity from December 31, 2020 to December 31, 2021, in consideration of 5% increase in the outstanding balance. Holders of the Series D perpetual preferred shares are not entitled to voting rights. However, as long as any Series D perpetual preferred share is outstanding, the Company is restricted to alter, change, or enter into agreement to alter or change adversely the powers, preferences, or rights given to the shareholders. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of Series D perpetual preferred 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 D perpetual preferred shares 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 D equal to one times the Series D original issue price. The Series D perpetual preferred shares are redeemable upon the option or discretion of the Company. The Series D perpetual preferred shares are entitled to receive 8% cumulative stock dividends, to be payable in arrears on a monthly basis for 24 consecutive months. Dividends payable on the Series D perpetual preferred shares shall be payable through the Company’s issuance of Series D perpetual preferred share by delivering to each record holder the calculated number of PIK dividend shares. The Series D perpetual preferred shares is measured at fair value using the income approach, which considered the weighted probability of discounted cash flows at various scenarios of redemption and perpetual holding of the shares (see Note 3). The Company determined the fair value with the assistance of an independent valuation service provider to be based on discounted cash flows representing the settlement value of the shares and cumulative dividends issued using an effective borrowing rate of 12% to 15% adjusted for counterparty and a maturity date of September 30, 2021. For the three and nine months ended September 30, 2020, total change in fair value of the Series D perpetual preferred shares was $71,000. In consideration of the Exchange Note 2 global amendment agreement (see Note 7), no principal payment shall be made to the Exchange Note 2 until the redemption of Series D Perpetual Preferred Shares. Due to the restrictive nature of the timing of cash outflows in response to the settlement of the Exchange Note 2, Series D perpetual preference shares are implicitly deemed to be mandatorily redeemable upon the ultimate settlement of the outstanding balance of Exchange Note 2. The shares are redeemable at $8.00 per share on December 31, 2024, the date in which contractual cash outflows of the Exchange Note 2 (See Note 7) require the entire settlement or redemption of the Series D perpetual preferred shares. The preferred stock has been classified as liabilities in accordance with authoritative guidance for the classification and measurement of perpetual shares with mandatory redemption period corresponding to the timing of contractual cash outflows for the settlement of Exchange Note 2.

Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Stockholders' Equity

Stockholders' Equity

11. Stockholders' Equity

Common Stock

As of September 30, 2020 and December 31, 2019, the Company had reserved shares of common stock for issuance as follows:


	September 30,
	2020	December 31,
	(unaudited)	2019
Options issued and outstanding	4,483,106	3,902,675
Inducement options issued and outstanding	33,392	74
Options available for grant under stock option plans	651,739	479,829
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	7,340,536	19,421,892
Series A convertible preferred stock	—	473,565
Series B convertible preferred stock	—	985,500
Series B-2 convertible preferred stock	1,431,460	1,931,350
Total	13,945,846	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 204,475,074 shares, of which 150,000,000 shares are common stock, 50,000,000 are non-voting common stock and 4,475,074 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 unaudited 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 SEC has declared effective the registration statement registering the sale of the shares of common stock that may be issued to Oasis Capital under the March 2020 ELOC, the Company has the right, in its sole discretion, to present to Oasis Capital 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 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 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.

On April 15, 2020, the SEC declared effective the registration statement registering the sale of the shares of common stock issued to Oasis Capital under the March 2020 ELOC. The Company will control the timing and amount of sales of common stock to Oasis Capital. Oasis Capital has no right to require any sales by the Company but is obligated to make purchases from the Company as directed by the Company in accordance with the March 2020 ELOC.

In connection with the equity line, the Company agreed to pay Oasis Capital a commitment fee and in April 2020, in settlement of the commitment fee, the Company issued to Oasis Capital 68,807 shares of common stock. At issuance, the 68,807 shares of common stock had a fair value of $33,027, and were expensed as an issuance cost in the Company’s unaudited condensed consolidated statements of operations.

Per the terms of the equity purchase agreement, the Option Put 1 and Option Put 2 may be exercised only at a price that is always above the trading price of the underlying common stock at the exercise date, thereby rendering any exercise by the Company being out-of-the-money. At inception of the equity line on March 24, 2020, the Put Options were classified as derivative assets with a fair value of zero, and upon an effective registration statement on
April 15, 2020, were reclassified to stockholders’ equity with a fair value of zero.

In April 2020, the Company exercised a single Put Option Put 1 under which the Company sold 52,000 common shares to Oasis for gross proceeds of $22,627. As of September 30, 2020, the Company had not exercised any further put options to require Oasis Capital to purchase common stock under the equity 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

9 Months Ended

Sep. 30, 2020

Stock Incentive Plans

Stock Incentive Plans

12. 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 September 30, 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 5% of the outstanding number of shares of the Company's common stock on the 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 September 30, 2020, there were 4,482,722 options outstanding and 185,057 options available for grant.

2020 New Employee Inducement Award Plan

Effective June 16, 2020, the Company adopted the Jaguar Health, Inc. New Employee Inducement Award Plan (“2020 Inducement Award Plan”) and, subject to the adjustment provisions of the Inducement Award Plan, reserved 500,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Award Plan. The 2020 Inducement Award Plan provides for the grant of nonstatutory stock options, restricted stock units, restricted stock, and performance shares. The 2020 Inducement Award Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2020 Inducement Award Plan are substantially similar to the Company’s 2014 Stock Incentive Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award rules. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of equity awards under the Inducement Award Plan are individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.

As of September 30, 2020, there were 33,318 options outstanding and 466,682 options available for grant.

Stock Options and Restricted Stock Units (“RSUs”)

The following table summarizes incentive plan activity for the nine months ended September 30, 2020

(unaudited):


				Weighted		Weighted Average
	Shares	Stock		Average		Remaining	Aggregate
	Available	Options	RSUs	Stock Option		Contractual Life	Intrinsic
(in thousands, except share and per share data)	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	786,229	—	—		—	—		—
Options granted	(953,318)	953,318	—		0.44	—		—
Option exercise	—	(555)	—		0.45	—		—
Options canceled	338,999	(338,999)	—		4.11	—		—
Options canceled not rolled back into the 2013 Plan	—	(15)	—		—	—		—
Outstanding at September 30, 2020	651,739	4,516,424	5,613	$	4.28	8.97	$	—
Exercisable at September 30, 2020		1,870,808		$	8.14	8.86	$	—
Vested and expected to vest at September 30, 2020		4,170,443		$	4.53	8.96	$	—

*Fair market value of JAGX common stock on September 30, 2020 was $0.29 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.

Five hundred fifty-five (555) options were exercised in the nine months ended September 30, 2020.

The weighted average grant date fair value of stock options granted was $0.39 and $1.57 per share during the nine months ended September 30, 2020 and 2019, respectively.

The number of options that vested in the nine months ended September 30, 2020 and 2019 was 1,065,190 and 496,467, respectively. The grant date weighted average fair value of options that vested in the nine months ended September 30, 2020 and 2019 was $2.12 and $132.26, respectively.

Stock-Based Compensation

The following table summarizes stock-based compensation expense related to stock options, inducement stock options and RSUs for the three and nine months ended September 30, 2020 and 2019, and are included in the unaudited condensed consolidated statements of operations as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
(in thousands)	(unaudited)				(unaudited)
Research and development expense	$	175	$	333	$	580	$	549
Sales and marketing expense		54		41		167		87
General and administrative expense		446		736		1,437		1,347
Total	$	675	$	1,110	$	2,184	$	1,983

As of September 30, 2020, the Company had $3,173,000 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 1.44 years.

The estimated grant-date fair value of stock option grants for the nine months ended September 30, 2020 and 2019 was calculated using the Black-Scholes - Merton option-pricing model using the following range of weighted-average assumptions:


	Nine Months Ended
	September 30,
	2020		2019
	(unaudited)
Weighted-average volatility	150.1 - 172.4	%	142.9 - 145.9	%
Weighted-average expected term (years)	1.0 - 5.0		5.6 - 5.8
Risk-free interest rate	0.1 - 0.5	%	1.5 - 1.9	%
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 September 30, 2020.

Net Loss Per Share

9 Months Ended

Sep. 30, 2020

Net Loss Per Share

Net Loss Per Share

13. 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				Nine Months Ended
	September 30,				September 30,
(In thousands, except share and per share data)	2020		2019		2020		2019
	(unaudited)					(unaudited)
Net loss attributable to common shareholders (basic and diluted)	$	(8,271)	$	(11,683)	$	(27,284)	$	(36,708)
Shares used to compute net loss per common share, basic and diluted		40,218,324		5,841,790		26,467,423		2,746,523
Net loss per share attributable to common shareholders, basic and diluted	$	(0.21)	$	(2.00)	$	(1.03)	$	(13.37)

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, Series 3 warrants 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 and nine months ended September 30, 2020 and 2019 because their inclusion would be anti-dilutive.


	September 30,
	2020	2019
	(unaudited)
Options issued and outstanding	4,483,106	3,821,690
Inducement options issued and outstanding	33,392	906
Restricted stock units issued and outstanding	5,613	5,613
Warrants issued and outstanding	7,340,536	19,421,892
Series A convertible preferred stock	—	473,565
Series B convertible preferred stock	—	985,500
Series B-2 convertible preferred stock	1,431,460	—
Total	13,294,107	24,709,166

As of November 6, 2020 there were 20,578,097 shares of common stock issued after the balance sheet date. Including these shares will have a material effect on the diluted net loss per common share in future periods.

Segment Information

9 Months Ended

Sep. 30, 2020

Segment Information

Segment Information

14. 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 and nine months ended
September 30, 2020 and 2019 consisted of:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2020		2019		2020		2019
	(unaudited)				(unaudited)
Revenue from external customers
Human Health	$	2,760	$	957	$	6,748	$	4,185
Animal Health		13		16		61		83
Consolidated Totals	$	2,773	$	973	$	6,809	$	4,268

Segment net loss
Human Health	$	(1,912)	$	(3,955)	$	(6,721)	$	(16,586)
Animal Health		(5,954)		(3,600)		(18,319)		(15,994)
Consolidated Totals	$	(7,866)	$	(7,555)	$	(25,040)	$	(32,580)

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


	September 30,		December 31,
(in thousands)	2020		2019
Segment assets	(unaudited)
Human Health	$	33,930	$	32,432
Animal Health		69,466		68,169
Total	$	103,396	$	100,601

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


	September 30,		December 31,
	2020		2019
(in thousands)	(unaudited)
Total assets for reportable segments	$	103,396	$	100,601
Less: Investment in subsidiary		(29,241)		(29,241)
Less: Intercompany loan		(37,921)		(34,950)
Consolidated Totals	$	36,234	$	36,410

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2020
Subsequent Events
Subsequent Events	15. Subsequent Events ATM Program On October 5, 2020, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc., as agent (“Ladenburg”). The Company registered on its Form S-3 the sale of up to $7 million worth of shares of common stock. The Company will pay Ladenburg a commission of up to three percent (3.0%) of the gross sales proceeds of any Shares sold through Ladenburg. The Company has not issued any shares under the ATM. Phase 3 Clinical Trial for Cancer-therapy related Diarrhea On October 5, 2020, Napo entered into a Master Services Agreement for clinical research organization services and a service order with Integrium, LLC (“Integrium”). The Service Order covers Napo’s planned pivotal Phase 3 clinical trial for cancer-therapy related diarrhea. Napo will pay Integrium a total amount of up to approximately $12.4 million over the term of the engagement, based on the achievement of certain milestones. On October 6, 2020, the Company entered into a Stock Plan Agreement for Payment of Contracted Research Fees with PoC Capital, LLC (“PoC”). The Company issued 1,333,333 shares of common stock to PoC at par value of $0.0001 per share in consideration for PoC’s assumption of $0.4 million obligations of Napo under the Service Order with Integrium. The effective offering price of common stock is at $0.30 per share, which is the Minimum Price as defined under Nasdaq Listing Rule 5635(d). 3(a)(9) Exchanges On October 6, 2020, the Company issued 3,350,000 shares of common stock to a noteholder in exchange for a $1.0 million reduction in the outstanding balance of CVP Exchange Note 1. On the same date, the Company issued 500,186 shares of common stock to a holder of the Company’s Series B-2 convertible preferred stock in exchange for 975 shares of Series B-2 Convertible Preferred Stock. Preferred Stock Exchange On October 8, 2020, the Company entered into an exchange agreement with Iliad, pursuant to which the Company and Iliad agreed to exchange the 285,000 shares Series C Perpetual Preferred Stock (see Note 9) for (i) 250,000 shares of Common Stock and (ii) Pre-Funded warrants to purchase 7,057,692 shares of Common Stock. Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.0001 per share. As of November 6, 2020, Iliad exercised 6,700,000 Pre-funded Warrants for $1,000. Fee Settlement Agreement On October 7, 2020, the Company entered into a fee settlement agreement with Atlas pursuant to which the Company will issue to Atlas 2,000,000 shares of common stock and pre-funded warrants to purchase 6,218,954 shares of common stock as complete settlement and satisfaction of a trial delay fee of $2.5 million that the Company expects to incur pursuant to its license agreement with Atlas dated April 15, 2020. As of October 23, 2020, the shares of common stock have all been issued and the pre-funded warrants have all been exercised. Refer to Note 2 for further discussion. Royalty Transaction On October 8, 2020, the Company entered into another Purchase Agreement with Iliad, pursuant to which the Company sold to Iliad a royalty interest (the “Royalty Interest”) entitling Iliad to receive $12 million Royalty Repayment Amount for an aggregate purchase price of $6 million. Interest will accrue on the Royalty Repayment Amount at a rate of 10% per annum, compounding quarterly. The Company will be obligated to make minimum royalty payments on a monthly basis beginning on May 10, 2021 in an amount equal to the greater of (i) $250,000 (which increases to $400,000 beginning on October 9, 2021, $600,000 beginning on April 9, 2022, and $750,000 beginning on October 9, 2022) and (ii) 10% of the Company’s net sales of Mytesi and 10% of worldwide revenues related to upfront licensing fees and milestone payments from licensees and/or distributors, but specifically excluding licensing fees and/or milestone payments that are reimbursements of clinical trial expenses. If the weekly volume weighted average price of the Company’s Common Stock (“VWAP”) is not equal to or greater than the Minimum VWAP ($0.3035) at least twice during each calendar month during the six-month period beginning on November 1, 2020, then the Royalty Repayment Amount will automatically be increased by $6,000,000 at the end of such six-month period. Upon mutual agreement the parties may agree to consummate additional royalty financings of approximately $5 million and $6 million in February 2021 and July 2021, respectively. Under the Purchase Agreement, the Company is subject to certain covenants, for which the Company’s failure to comply may be subject to certain liquidated damages, including a right for Iliad to increase the Royalty Repayment Amount by 15%. Fourth Amendment to Accounts Receivable Purchase Agreement with Oasis Capital, LLC On October 9, 2020, for its fifth sale under the terms of the Purchase Agreement, the Company received cash proceeds of $900,097 from Oasis (the “Tranche #5 Secured Note”). Oasis purchased accounts receivable with a carrying value of 900,000, or gross accounts receivable of $2,118,000 net of chargebacks and discounts of $1,218,000. The purchase was effectuated pursuant to an amended Assignment Agreement, effective October 9, 2020, between Napo and Oasis. Per the terms of the agreement, Oasis will receive a fee of 5.45% (the "Fee") of the $2,118,000 gross accounts receivable. The Maturity Date, by which date Oasis must collect the $1,015,000 Threshold Price, was December 16, 2020. 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 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 transaction fee of $5,000 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, 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)

9 Months Ended

Sep. 30, 2020

Summary of Significant Accounting Policies

Basis of Presentation

December 31, 2019.

Principles of Consolidation

Use of Estimates

Cash and Restricted Cash

Accounts Receivable

Concentrations


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2020		2019		2020		2019
Customer 1	100	%	100	%	100	%	90	%

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

Fair Value

Inventory

Land ,Property and Equipment

Land, Property and Equipment

Long-Lived Assets

Long-lived Assets

Definite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of intangible assets 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 condensed 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 - Cardinal Health

Performance obligations

Transaction price

Allocate transaction price

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

Revenue recognition

Disaggregation of Product Revenue

Human

Animal

Contracts - Atlas Sciences

Performance obligations

As of September 30, 2020, the Company determined not to proceed with the Phase 2 study, which will result in the Company having no performance obligation to transfer the services to Atlas.

Transaction price

As of September 30, 2020, the total deferred transaction price of $1,500,000 will be derecognized as a result of the non-performance of the Company’s obligation to initiate the Phase 2 study.

Allocate transaction price

As of September 30, 2020, the allocated deferred transaction price of $1,500,000 will be derecognized as a result of the non-performance of the Company’s obligation to initiate the Phase study.

Revenue recognition

No revenue has been recognized from the transaction as performance obligations were not satisfied.

The trial delay fee is a penalty in its economic term, subject to accounting for contingencies and provisions under relevant authoritative guidance.

The Company recorded the excess loss amount of $1.0 million in the three and nine months ended September 30, 2020.

Disaggregation of Patent Sales and Clinical Trial Services

Patent Rights Sale

Clinical Trials

Contracts – Glenmark Life Sciences

Collaboration Revenue

Modifications to equity-classified instruments

Modifications to Equity-classified Instruments

Stock-Based Compensation

Stock-based Compensation

The Company's Stock Incentive Plans (see Note 12) provide 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)

9 Months Ended

Sep. 30, 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				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2020		2019		2020		2019
Customer 1	100	%	100	%	100	%	90	%

Credit risk | Total accounts receivable

Schedule of concentration risk

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 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


	September 30, 2020
	(unaudited)
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	126	$	126
Series D perpetual preferred stock liability		—		—		6,430		6,430
Total fair value	$	—	$	—	$	6,556	$	6,556


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

Summary of information about the significant unobservable inputs used in level 3 fair value measurements


	Range of inputs (probability-weighted average)		Relationship of unobservable
Unobservable Inputs	2020	2019	inputs to fair value
Risk Adjusted Discount Rate	12%-15% (14%)	N/A	Lower discount rate (-200 basis points (bps)) would increase FV by $103,000; Higher discount rate (+100 bps) would decrease FV by $117,000
Timing of Cash Flows: Settlement on September 30, 2021	60%-90% (90%)	N/A	If expected cash flows determined by Management would consider a mix of 70%, 15%, and 15% for the respective scenarios, FV would have decreased by $38,000. If expected cash flows determined by Management would consider a mix of 60%, 20%, and 20% for the respective scenarios, FV would have decreased by $57,000.
Timing of Cash Flows: Settlement on December 30, 2021	5%-20% (5%)	N/A	If expected cash flows determined by Management would consider a mix of 70%, 15%, and 15% for the respective scenarios, FV would have decreased by $38,000. If expected cash flows determined by Management would consider a mix of 60%, 20%, and 20% for the respective scenarios, FV would have decreased by $57,000.
Timing of Cash Flows: Settlement on August 31, 2022	5%-20% (5%)	N/A	If expected cash flows determined by Management would consider a mix of 70%, 15%, and 15% for the respective scenarios, FV would have decreased by $38,000. If expected cash flows determined by Management would consider a mix of 60%, 20%, and 20% for the respective scenarios, FV would have decreased by $57,000.

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


	Nine Months Ended
	September 30, 2020
	Warrant Liability		Series D perpetual preferred stock liability
(in thousands)	(unaudited)		(unaudited)
Beginning fair value of Level 3 liability	$	3	$	—
Additions		3,696		6,359
Exercises		(5,993)		—
Change in fair value		2,420		71
Ending fair value of Level 3 liability	$	126	$	6,430

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2020

Balance Sheet Components

Schedule of inventory


	September 30,		December 31,
(in thousands)	2020		2019
	(unaudited)
Raw Material	$	604	$	457
Work in Process		542		1,211
Finished Goods		1,073		461
Inventory	$	2,219	$	2,129

Schedule of property and equipment


	September 30,		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		(256)		(225)
Property and equipment, net	$	686	$	710

Schedule of intangible assets


	September 30,		December 31,
(in thousands)	2020		2019
	(unaudited)
Developed technology	$	25,000	$	25,000
Accumulated developed technology amortization		(5,278)		(4,028)
Developed technology, net		19,722		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		(63)		(48)
Trademarks, net		237		252
Total intangible assets, net	$	24,759	$	26,024

Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt

Schedule of notes payable



	September 30,		December 31,
(in thousands)	2020		2019
		(unaudited)
2019 Exchange Note 1	$	3,381	$	4,381
2019 Exchange Note 2		2,524		2,297
Insurance Premium Financing		582		—
Tempesta Note Payable		450		550
Royalty Interest		217		—
Oasis Secured Borrowing		2,619		—
		9,773		7,228
Less: unamortized discount and debt issuance costs		(332)		—
Note payable, net of discount	$	9,441	$	7,228
Notes payable - non-current, net	$	2,660	$	450
Notes payable - current, net	$	6,781	$	6,778

Warrants (Tables)

9 Months Ended

Sep. 30, 2020

Warrants

Summary of warrant activity


	September 30, 2020	December 31, 2019
	(unaudited)
Warrants outstanding, beginning balance	19,421,892	34,682
Issuances	8,771,632	20,637,761
Exercises	(20,852,665)	(1,250,000)
Expirations and cancelations	(323)	(551)
Warrants outstanding, ending balance	7,340,536	19,421,892

Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2020

Preferred Stock

Schedule of convertible preferred stock

At September 30, 2020, preferred stock consisted of the following:


								Liquidation
(in thousands, except share data)	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
B-2		10,165		7,534	$	916	$	—
C		1,011,000		849,521		4,773		8.00
Total		1,021,165		857,055	$	5,689

At December 31, 2019, 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		—
Total		5,546,154		5,537,062	$	11,607

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2020

Stockholders' Equity

Schedule of common reserved shares of common stock for issuance


	September 30,
	2020	December 31,
	(unaudited)	2019
Options issued and outstanding	4,483,106	3,902,675
Inducement options issued and outstanding	33,392	74
Options available for grant under stock option plans	651,739	479,829
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	7,340,536	19,421,892
Series A convertible preferred stock	—	473,565
Series B convertible preferred stock	—	985,500
Series B-2 convertible preferred stock	1,431,460	1,931,350
Total	13,945,846	27,200,498

Stock Incentive Plans (Tables)

9 Months Ended

Sep. 30, 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
(in thousands, except share and per share data)	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	786,229	—	—		—	—		—
Options granted	(953,318)	953,318	—		0.44	—		—
Option exercise	—	(555)	—		0.45	—		—
Options canceled	338,999	(338,999)	—		4.11	—		—
Options canceled not rolled back into the 2013 Plan	—	(15)	—		—	—		—
Outstanding at September 30, 2020	651,739	4,516,424	5,613	$	4.28	8.97	$	—
Exercisable at September 30, 2020		1,870,808		$	8.14	8.86	$	—
Vested and expected to vest at September 30, 2020		4,170,443		$	4.53	8.96	$	—

*Fair market value of JAGX common stock on September 30, 2020 was $0.29 per share.

Summary of stock-based compensation expense


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
(in thousands)	(unaudited)				(unaudited)
Research and development expense	$	175	$	333	$	580	$	549
Sales and marketing expense		54		41		167		87
General and administrative expense		446		736		1,437		1,347
Total	$	675	$	1,110	$	2,184	$	1,983

Employee stock options

Stock Based Compensation

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


	Nine Months Ended
	September 30,
	2020		2019
	(unaudited)
Weighted-average volatility	150.1 - 172.4	%	142.9 - 145.9	%
Weighted-average expected term (years)	1.0 - 5.0		5.6 - 5.8
Risk-free interest rate	0.1 - 0.5	%	1.5 - 1.9	%
Expected dividend yield	—		—

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Net Loss Per Share

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands, except share and per share data)	2020		2019		2020		2019
	(unaudited)					(unaudited)
Net loss attributable to common shareholders (basic and diluted)	$	(8,271)	$	(11,683)	$	(27,284)	$	(36,708)
Shares used to compute net loss per common share, basic and diluted		40,218,324		5,841,790		26,467,423		2,746,523
Net loss per share attributable to common shareholders, basic and diluted	$	(0.21)	$	(2.00)	$	(1.03)	$	(13.37)

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


	September 30,
	2020	2019
	(unaudited)
Options issued and outstanding	4,483,106	3,821,690
Inducement options issued and outstanding	33,392	906
Restricted stock units issued and outstanding	5,613	5,613
Warrants issued and outstanding	7,340,536	19,421,892
Series A convertible preferred stock	—	473,565
Series B convertible preferred stock	—	985,500
Series B-2 convertible preferred stock	1,431,460	—
Total	13,294,107	24,709,166

Segment Information (Tables)

9 Months Ended

Sep. 30, 2020

Segment Information

Schedule of reportable segments net revenue and net loss


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2020		2019		2020		2019
	(unaudited)				(unaudited)
Revenue from external customers
Human Health	$	2,760	$	957	$	6,748	$	4,185
Animal Health		13		16		61		83
Consolidated Totals	$	2,773	$	973	$	6,809	$	4,268

Segment net loss
Human Health	$	(1,912)	$	(3,955)	$	(6,721)	$	(16,586)
Animal Health		(5,954)		(3,600)		(18,319)		(15,994)
Consolidated Totals	$	(7,866)	$	(7,555)	$	(25,040)	$	(32,580)

Schedule of reportable segments assets


	September 30,		December 31,
(in thousands)	2020		2019
Segment assets	(unaudited)
Human Health	$	33,930	$	32,432
Animal Health		69,466		68,169
Total	$	103,396	$	100,601

Schedule of reconciliation of segments assets to the consolidated assets


	September 30,		December 31,
	2020		2019
(in thousands)	(unaudited)
Total assets for reportable segments	$	103,396	$	100,601
Less: Investment in subsidiary		(29,241)		(29,241)
Less: Intercompany loan		(37,921)		(34,950)
Consolidated Totals	$	36,234	$	36,410

Organization and Business - (Details)	9 Months Ended
Organization and Business - (Details)	Sep. 30, 2020 USD ($) segment	Jun. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
Organization and Business
Number of operations segments \| segment	2
Stockholders’ equity \| $	$ 7,806,000	$ 1,544,000	$ 10,673,000	$ 11,380,000	$ (1,646,000)	$ 5,383,000

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Organization and Business - Liquidity and Going Concern (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Organization and Business
Accumulated deficit	$ (158,130)	$ (133,090)

Summary of Significant Accounting Policies - Concentrations (Details) - item	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Supplier risk
Concentrations
Number of suppliers			2
Total net revenue \| Customer 1
Concentrations
Concentration risk (as a percentage)	100.00%	100.00%	100.00%	90.00%
Total net revenue \| Customer risk \| One major pharmaceutical distributors
Concentrations
Number of major distributors	1		1
Total accounts receivable \| Credit risk \| Customer 1
Concentrations
Concentration risk (as a percentage)			100.00%		99.00%

Summary of Significant Accounting Policies - Land, Property and Equipment and Indefinite-lived Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Goodwill impairment charges
Impairment of indefinite-lived intangible assets	$ 0	$ 0	$ 0	$ 4,000,000
Napo \| Equipment \| Minimum
Goodwill
Estimated useful lives			3 years
Napo \| Equipment \| Maximum
Goodwill
Estimated useful lives			10 years

Summary of Significant Accounting Policies - Leases (Details) - USD ($)		9 Months Ended
	Aug. 31, 2020	Sep. 30, 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			$ 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
Office space sub lease
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sub lease rent	$ 15,000
ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease - right-of-use asset				$ 1,111,000
Operating leases liabilities, current portion				337,000
Operating leases liabilities, long term				395,000
Deferred rent					$ 380,000
Adoption Impact \| ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease - right-of-use asset				1,111,000
Operating leases liabilities, current portion				337,000
Operating leases liabilities, long term				395,000
Deferred rent				$ (380,000)

Summary of Significant Accounting Policies - Revenue Recognition (Details)			3 Months Ended		9 Months Ended
	Sep. 03, 2020 kg	Apr. 15, 2020 USD ($) item	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)
Disaggregation of Product Revenue
Practical Expedients, not disclose the value of unsatisfied performance obligations					true
Net Income (Loss) Attributable to Parent			$ (7,866,000)	$ (7,555,000)	$ (25,040,000)	$ (32,580,000)
Product Donation Recorded As Revenue \| Adoption Impact
Disaggregation of Product Revenue
Quantifying Misstatement, Adjustments In Revenue And Accounts Receivable			337,000
Net Income (Loss) Attributable to Parent			337,000
Manufacturing and Supply Agreement with Glenmark Life Sciences Limited [Member]
Disaggregation of Product Revenue
License agreement term (in years)	2 years 6 months
Agreement extension term	2 years
License termination term option	12 months
License termination activated upon written notice of material breach of Agreement	90 days
Manufacturing and Supply Agreement with Glenmark Life Sciences Limited [Member] \| Minimum
Disaggregation of Product Revenue
Number of kilograms of crofelemer per year per agreement \| kg	300
Atlas
Disaggregation of Product Revenue
Trial delay fee event of failure of initiation of phase 2 study					2,515,000
Total transaction price		$ 1,500,000			0
Total deferred transaction price					1,500,000
Excess loss amount			1,000,000		1,000,000
Allocated deferred transaction price					1,500,000
Deferred revenue recorded derecognized			1,500,000		1,500,000
Atlas \| Patent purchase agreement
Disaggregation of Product Revenue
Upfront cash payments received		1,500,000
Atlas \| License Agreement, Phase 2 Study [Member]
Disaggregation of Product Revenue
Upfront cash payments received		$ 1,500,000
Number of performance obligations \| item		2
Total transaction price		$ 1,196,000
Atlas \| License Agreement, Phase 2 Study [Member] \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-15
Disaggregation of Product Revenue
Performance obligations period		13 months 6 days
Atlas \| License Agreement, Patent Sale [Member]
Disaggregation of Product Revenue
Upfront cash payments received					1,500,000
Total transaction price		$ 583,000
Revenue recognized			0		0
Mytesi
Disaggregation of Product Revenue
Product revenue			2,800,000	1,000,000	6,700,000	4,200,000
Neonorm
Disaggregation of Product Revenue
Product revenue			$ 13,000	$ 16,000	61,000	$ 83,000
License \| Atlas \| License Agreement
Disaggregation of Product Revenue
License term		10 years
Obligated initiate proof of concept		9 months
Trial delay fee event of failure of initiation of phase 2 study		$ 2,515,000			$ 2,500,000
License \| Atlas \| License Agreement \| Minimum
Disaggregation of Product Revenue
Number of trial delay payments \| item		3
License \| Atlas \| License Agreement \| Maximum
Disaggregation of Product Revenue
Phase 2 completion period		5 years

Summary of Significant Accounting Policies - Revenue Recognition - Collaboration Revenue (Details) - USD ($)		3 Months Ended		9 Months Ended
	Sep. 24, 2018	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Collaboration Revenue
Collaboration revenue		$ 0	$ 0	$ 0	$ 0
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 - Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($)	1 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
Series D perpetual preferred stock
Fair value of liabilities measured on a recurring basis
Series D perpetual preferred stock liability	$ 6,430,000	$ 6,430,000
Shares issued (in shares)	842,500	848,117
Preferred stock interest rate		8.00%
Redemption price per share	$ 8.00	$ 8.00
Preferred stock dividend rate (as a percent)		8.00%
Recurring
Fair value of liabilities measured on a recurring basis
Total fair value	$ 6,556,000	$ 6,556,000	$ 3,000
Recurring \| Series D perpetual preferred stock
Fair value of liabilities measured on a recurring basis
Series D perpetual preferred stock liability	6,430,000	6,430,000
Recurring \| Level 3
Fair value of liabilities measured on a recurring basis
Total fair value	6,556,000	6,556,000	3,000
Recurring \| Level 3 \| Series D perpetual preferred stock
Fair value of liabilities measured on a recurring basis
Series D perpetual preferred stock liability	6,430,000	6,430,000
Recurring \| Warrant liability
Fair value of liabilities measured on a recurring basis
Warrant liability	126,000	126,000	3,000
Recurring \| Warrant liability \| Level 3
Fair value of liabilities measured on a recurring basis
Warrant liability	$ 126,000	$ 126,000	$ 3,000

Fair Value Measurements - Estimated fair value of Level 3 (Details) - Level 3 - Recurring $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Warrant liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning value of Level 3 liability	$ 3
Additions	3,696
Exercises	(5,993)
Change in fair value	2,420
Ending fair value of level 3 liability	126
Series D perpetual preferred stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Additions	6,359
Change in fair value	71
Ending fair value of level 3 liability	$ 6,430

Fair Value Measurements - Estimated Fair Value of Warrant Liability (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2020 USD ($) $ / shares	May 31, 2020 $ / shares	May 22, 2020 USD ($) $ / shares	Apr. 30, 2020 $ / shares	Dec. 31, 2019 USD ($) $ / shares	Jul. 31, 2019 $ / shares	Jul. 23, 2019 USD ($)
Series A Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	0.29	0.29				0.65
Series A Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	787.50	787.50				787.50
Series A Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)	1 year 8 months 12 days	1 year 8 months 12 days				2 years 4 months 28 days
Series A Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	148	148				143.41
Series A Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	0.13	0.13				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
Series 3 warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)			5 years
Series 3 warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	0.29	0.29	0.05	0.44
Series 3 warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	0.00	0.00	0.44	0.05
Series 3 warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)	5 years 1 month 21 days	5 years 1 month 21 days	5 years 6 months	5 years 6 months
Series 3 warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	142	142	141	143
Series 3 warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	0.28	0.28	0.34	0.34
Underwriter Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	0.29	0.29			2.50	0.65
Underwriter Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares	52.50	52.50			0.45	52.50
Underwriter Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)	3 years	3 years			4 years 3 months	3 years 9 months 4 days
Underwriter Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	156	156			141	143.41
Underwriter Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	0.16	0.16			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 \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	$ 126,000	$ 126,000				$ 3,000
Change in fair value		2,420,000
Warrant liability \| Series A Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	0	0
Warrant liability						0
Change in fair value	0
Warrant liability \| Series A Warrants \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	0	0				$ 0
Warrant liability \| Series 3 warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	123,000	123,000		$ 3,696,000
Change in fair value	2,034,000	2,422,000
Warrant liability \| Series 3 warrants \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	125,000	125,000
Warrant liability \| Underwriter Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	1,000	1,000				3,000
Change in fair value	1,000	3,000
Warrant liability \| Underwriter Warrants \| Recurring \| Level 3
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant	$ 1,000	$ 1,000				3,000
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

Fair Value Measurements - Quantitative information about the significant unobservable inputs (Details) - Level 3	9 Months Ended
	Sep. 30, 2020 USD ($)
Risk Adjusted Discount Rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	12
Risk Adjusted Discount Rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	15
Risk Adjusted Discount Rate \| Weighted average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	14
Risk Adjusted Discount Rate \| Lower discount rate (-200 basis points (bps))
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value increase (decrease)	$ 103,000
Risk Adjusted Discount Rate \| Higher discount rate (+100 bps)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value increase (decrease)	(117,000)
Risk Adjusted Discount Rate \| Mix of 70%, 15%, and 15%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value increase (decrease)	$ (38,000)
Settlement on September 30, 2021 \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	60
Settlement on September 30, 2021 \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	90
Settlement on September 30, 2021 \| Weighted average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	90
Settlement on September 30, 2021 \| Mix of 70%, 15%, and 15%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value increase (decrease)	$ (38,000)
Settlement on September 30, 2021 \| Mix of 60%, 20%, and 20%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value increase (decrease)	$ (57,000)
Settlement on December 30, 2021 \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	5
Settlement on December 30, 2021 \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	20
Settlement on December 30, 2021 \| Weighted average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	5
Settlement on December 30, 2021 \| Mix of 60%, 20%, and 20%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value increase (decrease)	$ (57,000)
Settlement on August 31, 2022 \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	5
Settlement on August 31, 2022 \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	20
Settlement on August 31, 2022 \| Weighted average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	5
Settlement on August 31, 2022 \| Mix of 70%, 15%, and 15%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value increase (decrease)	$ (38,000)
Settlement on August 31, 2022 \| Mix of 60%, 20%, and 20%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value increase (decrease)	$ (57,000)

Balance Sheet Components - Inventory (Details)10 - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Inventory, Gross [Abstract]
Raw Material	$ 604	$ 457
Work in Process	542	1,211
Finished Goods	1,073	461
Inventory	$ 2,219	$ 2,129

Balance Sheet Components - Property and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Land, Property and Equipment
Total property and equipment at cost	$ 942,000		$ 942,000		$ 935,000
Accumulated depreciation	(256,000)		(256,000)		(225,000)
Property and equipment, net	686,000		686,000		710,000
Depreciation and amortization expense	11,000	$ 10,000	31,000	$ 40,000
Land
Land, Property and Equipment
Total property and equipment at cost	396,000		396,000		396,000
Lab equipment
Land, Property and Equipment
Total property and equipment at cost	418,000		418,000		411,000
Clinical equipment
Land, Property and Equipment
Total property and equipment at cost	65,000		65,000		65,000
Software
Land, Property and Equipment
Total property and equipment at cost	$ 63,000		$ 63,000		$ 63,000

Balance Sheet Components - Intangible assets (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Intangible assets
Impairment	$ 0	$ 0	$ 0	$ (4,000,000)
Total intangible assets, net	24,759,000		24,759,000		$ 26,024,000
Amortization expense	422,000	1,265,000	422,000	1,265,000
Developed technology
Intangible assets
Total intangible assets	25,000,000		25,000,000		25,000,000
Accumulated amortization	(5,278,000)		(5,278,000)		(4,028,000)
Finite-lived intangible assets, net	19,722,000		19,722,000		20,972,000
In process research and development
Intangible assets
Total intangible assets	4,800,000		4,800,000		8,800,000
Impairment		$ 0		$ 4,000,000	(4,000,000)
Finite-lived intangible assets, net	4,800,000		4,800,000		4,800,000
Trademarks
Intangible assets
Total intangible assets	300,000		300,000		300,000
Accumulated amortization	(63,000)		(63,000)		(48,000)
Finite-lived intangible assets, net	$ 237,000		$ 237,000		$ 252,000

Related Party Transactions - Management Services Agreement (Details) - Sagard Capital Partners, L.P. - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 01, 2020	Mar. 31, 2018	Sep. 30, 2020	Sep. 30, 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
Issuance of common stock in exchange for services (in shares)	2,289,474
Accrued consulting and management fees	$ 1,087,500
Management fee incurred			$ 112,500	$ 337,500
Payable amount			$ 0	$ 0

Related Party Transactions - Letter of Credit (Details)			1 Months Ended			3 Months Ended	9 Months Ended
Related Party Transactions - Letter of Credit (Details)	Mar. 24, 2020 USD ($)	Aug. 28, 2018 USD ($) shares	Oct. 31, 2020 USD ($)	Nov. 30, 2019 USD ($)	Aug. 31, 2018 USD ($) shareholder shares	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2016 USD ($)
Related party Transactions
Standby letter of credit received as collateral		$ 475,000
Warrants to purchase (in shares) \| shares		9,580
Principal amount								$ 12,500,000
Letter of credit \| Dr. A. Conte
Related party Transactions
Payment of fees	$ 0		$ 7,000			$ 30,000	$ 65,000
Principal amount	475,000
Consideration	10,000
Expenses reimbursable						0	0
Payment of additional consideration	0		$ 7,000			30,000	65,000
Payable amount						$ 0	$ 0
Letter of credit \| Maximum \| Dr. A. Conte
Related party Transactions
Expenses reimbursable	7,500
Payable amount	$ 7,500
Office lease extension agreement \| Pacific Capital Management LLC
Related party Transactions
Number of shareholders \| shareholder					1
Standby letter of credit received as collateral		$ 475,000			$ 475,000
Warrants to purchase (in shares) \| shares					9,580
Payment of fees				$ 45,000
Payment of additional consideration				$ 45,000

Related Party Transactions - 2019 Bridge Notes (Details)	3 Months Ended
	Jun. 26, 2019 USD ($) item $ / shares shares	Dec. 31, 2016 USD ($)
Related Party Transaction [Line Items]
Principal amount		$ 12,500,000
2019 Bridge Notes
Related Party Transaction [Line Items]
Number of members of Board of Directors \| item	3
2019 Bridge Notes \| Jonathan Siegel DBA JBS Healthcare Ventures
Related Party Transaction [Line Items]
Principal amount	$ 75,000
Number of warrants converted for each share \| shares	34,375
2019 Bridge Notes \| Sagard Capital Partners
Related Party Transaction [Line Items]
Principal amount	$ 500,000
Number of warrants converted for each share \| shares	187,500
Exercise price (in dollars per share) \| $ / shares	$ 0.49
2019 Bridge Notes \| Lisa Conte
Related Party Transaction [Line Items]
Principal amount	$ 100,000
Number of warrants converted for each share \| shares	37,500
Exercise price (in dollars per share) \| $ / shares	$ 0.49
2019 Bridge Notes \| James Bochnowski
Related Party Transaction [Line Items]
Principal amount	$ 350,000
Number of warrants converted for each share \| shares	218,750
Exercise price (in dollars per share) \| $ / shares	$ 0.49
2019 Bridge Notes \| Jonathan Siegel DBA JBS Healthcare Ventures
Related Party Transaction [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 0.49
2019 Bridge Notes \| Jonathan Glaser
Related Party Transaction [Line Items]
Principal amount	$ 500,000
Number of warrants converted for each share \| shares	250,000
Exercise price (in dollars per share) \| $ / shares	$ 0.49

Commitments and Contingencies - Commitments (Details)			3 Months Ended		9 Months Ended
Commitments and Contingencies - Commitments (Details)	Aug. 31, 2020 USD ($) ft²	Aug. 28, 2018 USD ($) ft² shares	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Commitments and Contingencies
Monthly base rent for first twelve months		$ 38,000
Monthly base rent for subsequent twelve months		40,000
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
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	$ 153,000	$ 588,000	$ 554,000
Office lease extension agreement
Commitments and Contingencies
Area (in square feet) \| ft²		6,311
Office space sub lease
Commitments and Contingencies
Area (in square feet) \| ft²	5,263
Sub lease rent	$ 15,000

Commitments and Contingencies - Angel Pond Agreement (Details) - Angel Pond Capital LLC - USD ($)	1 Months Ended
	Oct. 31, 2019	Sep. 30, 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
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 and legal proceedings (Details) - USD ($)		3 Months Ended	9 Months Ended
	Dec. 14, 2017	Sep. 30, 2020	Sep. 30, 2020
Long-term Purchase Commitment [Line Items]
Payments made to date to SEED			$ 0
Damages awarded		$ 2,600,000
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	9 Months Ended	12 Months Ended
	Apr. 30, 2020	Sep. 30, 2019	Aug. 31, 2018	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2019	Aug. 28, 2018
Number of pre-funded warrants issued					8,771,632	20,637,761
Convertible warrants							9,580
Amount of shares issued					$ 668,000
Underwriter
Number of pre-funded warrants issued			1,096
Payments of underwriters settlement fee		$ 201,650
Underwriters settlement fee	$ 184,910			$ 386,560
Convertible warrants	100,780
Exercise price (in dollars per share)	$ 2.50
Issuance of common stock (In shares)	100,000
Amount of shares issued	$ 44,900

Debt - June 2017 Convertible debt (Details)			1 Months Ended	3 Months Ended		9 Months Ended	12 Months Ended
Debt - June 2017 Convertible debt (Details)	Aug. 02, 2018 USD ($)	Jun. 29, 2017 USD ($)	May 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($) NotesSeries item	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($) NotesSeries	Jun. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)
Debt
Debt Instrument, Face Amount									$ 12,500,000
Fair value of derivative liability due to repayment of mandatory default		$ 15,000
Fair value of derivative liability due to interest rate increase feature		5,000
Derivative liability								$ 20,000
Maximum aggregate redemption amount	$ 500,000
Number of notes for which standstill fee paid \| NotesSeries					4
Standstill fee					$ 199,000		$ 63,000
Increase in principal balance of notes payable					119,000		37,000
Standstill fee paid in cash					80,000		26,000
Gains (Losses) on Extinguishment of Debt				$ (336,000)		$ (4,941,000)
Chicago Venture Partners, L.P.
Debt
Total standstill fee					$ 499,000		$ 499,000
Number of notes for which standstill fee paid					4		4
December 2017 Note Convertible debt
Debt
Debt legal fee		30,000
Proceeds from issuance of convertible debt		1,700,000
Gains (Losses) on Extinguishment of Debt			$ 8,000
December 2017 Note Convertible debt \| Chicago Venture Partners, L.P.
Debt
Debt Instrument, Face Amount		2,155,000
Original issue discount		$ 425,000
Interest rate (as a percent)		8.00%

Debt - March 2017 Convertible debt (Details)	1 Months Ended
Debt - March 2017 Convertible debt (Details)	Mar. 31, 2017 USD ($) tranche Lender	Dec. 31, 2016 USD ($)
Debt
Principal amount		$ 12,500,000
Napo \| Exchangeable note purchase agreement
Debt
Number of lenders, agreement \| Lender	2
Principal amount	$ 1,312,000
Number of tranches \| tranche	2
Value of each tranche	$ 525,000
Face amount of each tranche	$ 656,000
Interest rate (as a percent)	3.00%
Fair value of notes	$ 1,313,000

Debt - Amendment to Note Purchase Agreement and Notes (Details)			1 Months Ended
	Feb. 16, 2019 USD ($)	Mar. 23, 2018 USD ($) Y $ / shares	Dec. 31, 2017 USD ($) $ / shares shares	Feb. 16, 2018 USD ($) shares	Nov. 30, 2017 $ / shares	Dec. 31, 2016 USD ($)
Debt
Principal amount						$ 12,500,000
First Amendment to Note Purchase Agreement and Notes \| Convertible note purchase agreement \| Conversion option liability \| Napo
Debt
Percent of increase in the principal amount			12.00%
Conversion price (in dollars per share) \| $ / shares			$ 14.00		$ 39.20
Issuance of common stock in exchange for services (in shares) \| shares			166,139
Partial redemption of convertible notes			$ 299,000
First Amendment to Note Purchase Agreement and Notes \| Convertible note purchase agreement \| Conversion option liability \| Napo
Debt
Principal amount			$ 1,171,000
Second Amendment to Note Purchase Agreement and Notes \| Napo
Debt
Principal amount				$ 436,000
Shares issued to creditors \| shares				3,603
Accrued interest on notes payable	$ 18,000
Principal paid		$ 735,000
Interest paid		21,000
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Level 3 \| Recurring
Debt
Increase to the fair value of the conversion option liability		$ 175,000
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Stock price
Debt
Conversion price (in dollars per share) \| $ / shares		$ 14.70
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Expected life
Debt
Conversion option liability \| Y		0.11
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Risk free rate
Debt
Conversion option liability		1.69
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Level 3 \| Recurring
Debt
Conversion option liability written off		$ 287,000
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Volatility
Debt
Conversion option liability		288.16
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Dividend rate
Debt
Conversion option liability		0.0

Debt - December 2016 Convertible debt (Details)		1 Months Ended
Debt - December 2016 Convertible debt (Details)	Mar. 16, 2018 USD ($) shares	Mar. 31, 2019 item	Jan. 31, 2019 USD ($) shares	Aug. 31, 2018 USD ($) shares	Jul. 31, 2017 USD ($) Lender	Dec. 31, 2016 USD ($) $ / shares Lender	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	May 31, 2019 USD ($)	Jun. 30, 2017 USD ($)
Debt
Aggregate principal amount						$ 12,500,000
Convertible promissory notes, December 2016
Debt
Aggregate principal amount						$ 2,500,000
Number of lenders \| Lender						3
Proceeds from issuance of convertible debt						$ 2,000,000
Unamortized note discount						$ 500,000
Conversion price (in dollars per share) \| $ / shares						$ 64.75
Revised principal value of debt										$ 2,625,000
Fair value of notes						$ 11,161,000
Difference between the fair value of the notes and the principal balance						$ 1,036,000
Amortization period of such difference amount						29 months
Interest Payable	$ 535,000			$ 480,000
Debt legal fee	$ 170,000
Repayment of accrued interest			$ 447,000
Shares issued (in shares) \| shares	4,081		19,751	4,582
Number of debt instrument extinguished \| item		2
Convertible promissory notes, December 2016 \| Convertible Long-term Debt
Debt
Unamortized balance of notes payable							$ 0	$ 0
Convertible note purchase agreement
Debt
Debt instrument, frequency of periodic payment					P6M
Accrued interest capitalized to principal of debt										$ 125,000
Convertible promissory notes, July 2017
Debt
Aggregate principal amount					$ 7,500,000
Number of lenders \| Lender					4
Proceeds from issuance of convertible debt					$ 6,000,000
Unamortized note discount					$ 1,500,000
Interest rate (as a percent)					10.00%
Napo December 2016 and Napo July 2017 Notes
Debt
Aggregate principal amount									$ 10,125,000
CVP Exchange Note 1
Debt
Aggregate principal amount									$ 10,125,000
Interest rate (as a percent)									10.00%
2019 Exchange Note 2
Debt
Aggregate principal amount									$ 2,297,000
Interest rate (as a percent)									10.00%
Napo \| Convertible promissory notes, December 2016
Debt
Carrying amount of Notes issued									$ 10,376,000
Napo \| Napo December 2016 and Napo July 2017 Notes
Debt
Aggregate principal amount									10,125,000
Unamortized premium									251,000
Napo \| CVP Exchange Note 1
Debt
Aggregate principal amount									10,536,000
Accrued interest capitalized to principal of debt									$ 411,000

Debt - Notes Payable (Details) - USD ($)	1 Months Ended
Debt - Notes Payable (Details) - USD ($)	Oct. 31, 2019	May 31, 2019	Sep. 30, 2020	May 31, 2020	Dec. 31, 2019	Mar. 21, 2018	Dec. 31, 2016
Notes payable
Notes payable - non-current, net			$ 2,660,000		$ 450,000
Notes payable - current, net			6,781,000		6,778,000
Notes payable							$ 12,500,000
Notes payable
Notes payable
Principal amount			9,773,000		7,228,000
Less: unamortized debt discount and net issuance costs			(332,000)
Notes payable, net of discount			9,441,000		7,228,000
Notes payable - non-current, net			2,660,000		450,000
Notes payable - current, net			6,781,000		6,778,000
March 2018 note payable \| Securities purchase agreement
Notes payable
Less: unamortized debt discount and net issuance costs						$ (315,000)
CVP Exchange Note 1
Notes payable
Accrued interest on notes payable		$ 411,000
Notes payable		$ 10,125,000
Interest rate (as a percent)		10.00%
CVP Exchange Note 1 \| Notes payable
Notes payable
Principal amount			3,381,000		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			2,524,000		2,297,000
Insurance Premium Financing
Notes payable
Notes payable, net of discount			582,000
Notes payable				$ 873,000
Interest rate (as a percent)				4.15%
Insurance Premium Financing \| Notes payable
Notes payable
Principal amount			582,000
Tempesta Note Payable
Notes payable
Principal amount	$ 550,000		450,000
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			450,000		$ 550,000
Royalty Interest \| Notes payable
Notes payable
Principal amount			217,000
Oasis Secured Borrowing \| Notes payable
Notes payable
Principal amount			$ 2,619,000

Debt - Securities Purchase Agreement (Details)						1 Months Ended		3 Months Ended				9 Months Ended		12 Months Ended
Debt - Securities Purchase Agreement (Details)	Apr. 17, 2019 USD ($)	Aug. 02, 2018 USD ($)	Mar. 21, 2018 USD ($)	Feb. 26, 2018 USD ($)	Dec. 08, 2017 USD ($)	Apr. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($) NotesSeries item	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($) NotesSeries	Dec. 31, 2016 USD ($)
Debt
Principal amount															$ 12,500,000
Proceeds from issuance of short-term notes payable													$ 5,050,000
Number of notes for which standstill fee paid \| NotesSeries											4
Maximum aggregate redemption amount		$ 500,000
Standstill fee											$ 199,000			$ 63,000
Increase in principal balance of notes payable											119,000			37,000
Standstill fee paid in cash											80,000			26,000
Loss on extinguishment of debt									$ (336,000)				(4,941,000)
Change in warrant liability								$ 2,104,000	$ (842,000)			$ 2,491,000	$ (1,003,000)
Chicago Venture Partners, L.P.
Debt
Total standstill fee											$ 499,000			$ 499,000
Number of notes for which standstill fee paid											4			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					463,000
Transaction expenses					$ 25,000
Interest rate (as a percent)					8.00%
Maximum aggregate redemption amount		$ 500,000
Standstill fee											$ 142,000
Increase in principal balance of notes payable											86,000
Repayments of notes payable, principal							$ 811,000
Repayments of notes payable, interest							179,000
Loss on extinguishment of debt	$ 19,000					$ 100,000	243,000
Securities purchase agreement \| February 2018 note payable \| Chicago Venture Partners, L.P.
Debt
Principal amount				$ 2,241,000
Proceeds from issuance of short-term notes payable				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						$ 38,000	$ 488,000				102,000
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

Debt - 2019 Exchange Notes (Details)			1 Months Ended		3 Months Ended		9 Months Ended
Debt - 2019 Exchange Notes (Details)	Sep. 25, 2020 shares	Sep. 23, 2020 shares	Sep. 30, 2020 USD ($)	May 31, 2019 USD ($) item	Sep. 30, 2019 USD ($)	Jul. 31, 2019 USD ($) shares	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2016 USD ($)
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Principal amount									$ 12,500,000
Loss on extinguishment of debt					$ (336,000)		$ (4,941,000)
Global amendment agreement
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Increase in principal debt (in percent)			5.00%
Increase in principal debt			$ 2,611,000
Incremental value of cash flows			228,000
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
CVP 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	3,333,333	1,428,571				1,119,440
Convertible debt payable			3,381,000					$ 4,381,000
Repayments of notes payable, principal			1,500,000			$ 6,154,000
Repayments of notes payable, interest						$ 90,000
Share issued for principal and interest payment \| shares	3,333,333	1,428,571				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			$ 2,310,000					$ 2,297,000

Debt - 2019 notes (Details) - USD ($)	1 Months Ended
Debt - 2019 notes (Details) - USD ($)	Oct. 31, 2019	Sep. 30, 2020	Dec. 31, 2016
Debt Instrument [Line Items]
Principal amount			$ 12,500,000
Tempesta Note Payable
Debt Instrument [Line Items]
Cash received in the settlement	$ 50,000
Principal amount	$ 550,000
Common stock issued in exchange of debt	40,000
Interest rate (as a percent)	2.50%
Semi-annual principal and interest payments	$ 50,000
Principal amount	$ 550,000	$ 450,000

Debt - Sale of Future Royalty Interest (Details) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 31, 2020	Sep. 30, 2020
Debt Instrument [Line Items]
Royalty interest		$ 500,000
Payments for Royalties		283,000
Royalty payments due		0
Cash received on royalty		350,000
Royalty discount		$ 150,000
Royalty discount rate		105.00%
Purchase Agreement
Debt Instrument [Line Items]
Royalty interest	$ 500,000
Aggregate purchase price	$ 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

Debt - Oasis Secured Borrowing (Details) - USD ($)		1 Months Ended
Debt - Oasis Secured Borrowing (Details) - USD ($)	Sep. 02, 2020	Sep. 30, 2020	Aug. 31, 2020	Jun. 30, 2020	May 31, 2020	Dec. 31, 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Accounts Receivable, Net, Current		$ 1,505,000				$ 1,692,000
Oasis Capital \| Oasis Secured Note - Tranche1
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Cash proceeds					$ 1,007,000
Proceeds from receivables, Gross					1,032,000
Transaction fee					25,000
Accounts receivable gross					2,754,000
Accumulated chargebacks and discounts on accounts receivable					1,080,000
Accounts receivable derecognized					1,674,000
Purchase price					1,182,000
Threshold price				$ 1,182,000
Short-term Debt					1,007,000
Short Term Debt, Gross					1,182,000
Discount on debt					$ 175,000
Interest rate (as a percent)					0.00%
Effective interest rate					147.90%
Oasis Capital \| Oasis Secured Note Tranche 2
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Transaction fee	$ 10,000
Cash proceeds				1,215,000
Accounts Receivable, Net, Current				1,738,000
Accounts receivable gross				2,859,000
Accumulated chargebacks and discounts on accounts receivable				1,121,000
Threshold price	$ 1,371,000	1,381,000
Short-term Debt				1,215,000
Short Term Debt, Gross				1,371,000
Discount on debt				$ 156,000
Interest rate (as a percent)				77.70%
Oasis Capital \| Oasis Secured Note Tranche 3
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Cash proceeds		2,332,000	$ 1,335,000
Accounts Receivable, Net, Current			1,908,000
Accounts receivable gross		$ 821,000	3,153,000
Number of days shortfall payment due		30 days
Percentage of additional amount		25.00%
Accumulated chargebacks and discounts on accounts receivable			1,245,000
Threshold price			1,512,000
Short-term Debt		$ 1,512,000	1,335,000
Short Term Debt, Gross			1,512,000
Discount on debt			$ 177,000
Interest rate (as a percent)			0.00%	0.00%
Effective interest rate			125.60%
Oasis Capital \| Oasis Secured Note Tranche 4 [Member]
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Cash proceeds		985,000
Accounts Receivable, Net, Current		1,410,000
Accounts receivable gross		2,330,000
Accumulated chargebacks and discounts on accounts receivable		920,000
Threshold price		1,117,000
Short-term Debt		985,000
Short Term Debt, Gross		1,117,000
Discount on debt		$ 132,000
Interest rate (as a percent)		0.00%
Effective interest rate		98.40%
Accounts Receivable Purchase Agreement \| Oasis Capital
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Agreement term					1 year
First purchase price (in percent)					37.50%
Subsequent purchase price (in percent)					42.50%
Face amount of purchased account multiplier					0.0545
Overage amount return period					5 days
Shortfall restoration period					30 days
Additional accounts receivable (in percent)					25.00%
Agreement renewal term					1 year
Non renewal notice period before expiration					30 days
Notice period for termination Of agreement					60 days
Transaction fee					$ 25,000
Additional transaction fee					$ 5,000

Debt - Insurance Premium Financing (Details) - USD ($)	1 Months Ended	9 Months Ended
Debt - Insurance Premium Financing (Details) - USD ($)	May 31, 2020	Sep. 30, 2020	Dec. 31, 2016
Short-term Debt [Line Items]
Principal amount			$ 12,500,000
Insurance Premium Financing
Short-term Debt [Line Items]
Principal amount	$ 873,000
Debt term	9 months
Interest rate (as a percent)	4.15%
Outstanding balance		$ 582,000
Principal and interest paid on debt		$ 193,000

Warrants - Warrants outstanding and exercisable (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Warrants
Warrants outstanding, beginning balance	19,421,892	34,682
Issuances	8,771,632	20,637,761
Exercises	(20,852,665)	(1,250,000)
Expirations and cancelations	(323)	(551)
Warrants outstanding, ending balance	7,340,536	19,421,892

Warrants - Ladenburg Warrants (Details)			1 Months Ended
Warrants - Ladenburg Warrants (Details)	Jul. 23, 2019 USD ($) shares	Jun. 03, 2019	Aug. 31, 2020 USD ($) shares	Jul. 31, 2020 USD ($) shares	May 31, 2020 USD ($) $ / shares item shares	Mar. 31, 2019 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares	May 22, 2020 $ / shares	Apr. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares	Aug. 28, 2018 shares
Warrants
Warrants to purchase (in shares) \| shares											9,580
Warrant liability \| $							$ 126,000			$ 3,000
Conversion ratio		0.015
Number of securities issued on conversion \| shares											9,580
Warrants and Rights Outstanding \| $							$ 126,000			$ 3,000
Series A Warrants \| Stock price
Warrants
Warrants - Measurement input \| $ / shares							0.29			0.65
Series A Warrants \| Strike price
Warrants
Warrants - Measurement input \| $ / shares							787.50			787.50
Series A Warrants \| Expected life
Warrants
Term of warrant							1 year 8 months 12 days			2 years 4 months 28 days
Series A Warrants \| Volatility
Warrants
Warrants - Measurement input							148			143.41
Series A Warrants \| Risk free rate
Warrants
Warrants - Measurement input							0.13			1.62
Series 3 warrants
Warrants
Warrants to purchase (in shares) \| shares					8,670,852
Exercise price (in dollars per share) \| $ / shares					$ 0.53
Warrants exercisable period					6 months
Term of warrant					5 years
Contingent settlement methods \| item					2
Warrants conversion \| shares			1	1	1
Warrant liability \| $					$ 3,696,000		$ 123,000
Warrants exercised \| $			$ 552,830	$ 7,695,500
Number of securities issued on conversion \| shares					8,670,852
Aggregate fair value of the common stocks issued by the exercise of Warrants \| $			$ 306,000	$ 5,687,000
Warrants and Rights Outstanding \| $					$ 3,696,000		$ 123,000
Series 3 warrants \| Stock price
Warrants
Warrants - Measurement input \| $ / shares					0.05		0.29	0.44
Series 3 warrants \| Strike price
Warrants
Warrants - Measurement input \| $ / shares					0.44		0.00	0.05
Series 3 warrants \| Expected life
Warrants
Term of warrant					5 years 6 months		5 years 1 month 21 days	5 years 6 months
Series 3 warrants \| Volatility
Warrants
Warrants - Measurement input					141		142	143
Series 3 warrants \| Risk free rate
Warrants
Warrants - Measurement input					0.34		0.28	0.34
Underwriter Warrants
Warrants
Warrants to purchase (in shares) \| shares									100,780
Exercise price (in dollars per share) \| $ / shares									$ 2.50
Warrant liability \| $									$ 32,000
Number of securities issued on conversion \| shares									100,780
Warrants and Rights Outstanding \| $									$ 32,000
Underwriter Warrants \| Stock price
Warrants
Warrants - Measurement input \| $ / shares							0.29		2.50	0.65
Underwriter Warrants \| Strike price
Warrants
Warrants - Measurement input \| $ / shares							52.50		0.45	52.50
Underwriter Warrants \| Expected life
Warrants
Term of warrant							3 years		4 years 3 months	3 years 9 months 4 days
Underwriter Warrants \| Volatility
Warrants
Warrants - Measurement input							156		141	143.41
Underwriter Warrants \| Risk free rate
Warrants
Warrants - Measurement input							0.16		0.29	1.69
March 2019 LOC Warrants
Warrants
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
Warrants
Warrants to purchase (in shares) \| shares						761
Exercise price (in dollars per share) \| $ / shares						$ 17.50
Warrant liability \| $						$ 13,000
Number of securities issued on conversion \| shares						761
Warrants and Rights Outstanding \| $						$ 13,000
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Stock price
Warrants
Warrants - Measurement input \| $ / shares						17.50
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Strike price
Warrants
Warrants - Measurement input \| $ / shares						18.90
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Expected life
Warrants
Term of warrant						5 years
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Volatility
Warrants
Warrants - Measurement input						146
Securities purchase agreement \| March 2019 Ladenburg Warrants \| Risk free rate
Warrants
Warrants - Measurement input						2.21

Warrants - 2019 Bridge Note Warrants (Details)				1 Months Ended					3 Months Ended				9 Months Ended
Warrants - 2019 Bridge Note Warrants (Details)	Mar. 23, 2020 USD ($) $ / shares	Mar. 05, 2020 USD ($) $ / shares shares	Jul. 23, 2019 USD ($) shares	May 31, 2020 USD ($) $ / shares shares	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 USD ($) $ / shares shares	Jun. 26, 2019 USD ($) item	Jun. 26, 2019 USD ($)	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) $ / shares	Aug. 31, 2020 USD ($)	Jul. 31, 2020 USD ($)	May 22, 2020 $ / shares	Apr. 30, 2020 $ / shares	Mar. 22, 2020 $ / shares	Mar. 04, 2020 $ / shares	Jan. 31, 2020 $ / shares	Dec. 31, 2019 USD ($)	Oct. 31, 2019 shares	Aug. 31, 2019 $ / shares	May 31, 2019 USD ($)	Dec. 31, 2016 USD ($)
Debt
Debt Instrument, Face Amount \| $																										$ 12,500,000
Gains (Losses) on Extinguishment of Debt \| $										$ (336,000)				$ (4,941,000)
Aggregate purchase price of warrants \| $													$ 126,000									$ 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
Debt
Issuance costs \| $														875,000
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 converted for each share								1
Class B units
Debt
Units issued								10,787
Unit Price \| $ / shares								$ 1,000
Issuance costs \| $								$ 1,635,000						$ 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 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
Warrant Exercise Inducement Offer, Warrants To Purchase Common Stock Issued				4,572,040
Impact of modification previously reported \| $									$ 6,000
Number of warrants converted for each share																							19,841
Term of warrant								5 years
Exercise price (in dollars per share) \| $ / shares						$ 0.6920	$ 1.40	$ 2.00		$ 1.40				$ 1.40							$ 2.00			$ 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
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
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
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
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
Series 3 warrants
Debt
Warrant Exercise Inducement Offer, Warrants To Purchase Common Stock Exchanged				4,005,062
Term of warrant				5 years
Exercise price (in dollars per share) \| $ / shares				$ 0.53
Aggregate purchase price of warrants \| $				$ 3,696,000									$ 123,000
Warrants exercised \| $															$ 552,830	$ 7,695,500
Series 3 warrants \| Stock price
Debt
Warrant liability \| $ / shares				0.05									0.29				0.44
Series 3 warrants \| Strike price
Debt
Warrant liability \| $ / shares				0.44									0.00				0.05
Series 3 warrants \| Expected life
Debt
Term of warrant				5 years 6 months									5 years 1 month 21 days				5 years 6 months
Series 3 warrants \| Volatility
Debt
Warrant liability				141									142				143
Series 3 warrants \| Risk free rate
Debt
Warrant liability				0.34									0.28				0.34
Modification of Certain 2019 Bridge Note Warrants [Member]
Debt
Impact of modification previously reported \| $						$ 9,000
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
Modification of the 2019 Bridge Note Warrants and Inducement Offer
Debt
Warrant Exercise Inducement Offer, Warrants To Purchase Common Stock Exchanged				93,750
Warrant Exercise Inducement Offer, Warrants To Purchase Common Stock Issued				93,750
Exercise price (in dollars per share) \| $ / shares				$ 0.49														$ 2.00
Fair Value Adjustment of Warrants \| $				$ 166,000
May 2020 Modification of the July 2019 Series 1 Warrants and Inducement Offer
Debt
Warrant Exercise Inducement Offer, Warrants To Purchase Common Stock Exchanged				4,572,040
Exercise price (in dollars per share) \| $ / shares				$ 0.49														1.40
Fair Value Adjustment of Warrants \| $				$ 284,000
May 2020 Modification of the July 2019 Series 2 Warrants and Inducement Offer
Debt
Impact of modification \| $				$ 406,000
Warrant Exercise Inducement Offer, Warrants To Purchase Common Stock Exchanged				4,033,562
Number of warrants converted for each share													6,367,635
Exercise price (in dollars per share) \| $ / shares				$ 0.49														$ 2.00
2019 Exchange Note 2
Debt
Debt Instrument, Face Amount \| $																									$ 2,297,000

Warrants - PIPE Financing Warrants (Details)		1 Months Ended	9 Months Ended	12 Months Ended
Warrants - PIPE Financing Warrants (Details)	Mar. 23, 2020 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($) $ / shares item shares	Aug. 28, 2018 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	$ 126,000	$ 3,000
Proceeds from issuance of warrants	$ 653,000
Issuance of common stock in PIPE financing, net of issuance costs of $51			$ 668,000
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

Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Shares Authorized	1,021,165	5,546,154
Issued	857,055	5,537,062
Outstanding	857,055	5,537,062
Carrying Value	$ 5,689	$ 11,607
Series A
Class of Stock [Line Items]
Shares Authorized		5,524,926
Issued		5,524,926
Outstanding		5,524,926
Carrying Value		$ 9,895
Liquidation Preference per Share		$ 1.665
Series B convertible preferred stock
Class of Stock [Line Items]
Shares Authorized		11,000
Issued		1,971
Outstanding		1,971
Carrying Value		$ 476
Series B-1 convertible preferred stock
Class of Stock [Line Items]
Shares Authorized		63
Issued		0
Outstanding		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
Series C perpetual preferred stock
Class of Stock [Line Items]
Shares Authorized	1,011,000	0
Issued	849,521	0
Outstanding	849,521	0
Carrying Value	$ 4,773
Liquidation Preference per Share	$ 8.000

Preferred Stock - Series A Redeemable Convertible Preferred Stock (Details) - USD ($)	1 Months Ended			3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2020	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2018	Mar. 31, 2021	Sep. 30, 2020	Dec. 31, 2019
Amount of shares issued						$ 668,000
Carrying amount in excess of fair value amount	$ 150,000					$ 150,000
Forecast \| Maximum
Product revenue					$ 22,000,000
Average VWAP of common stock for the 30 days prior to Measurement Date					$ 105.00
Series C perpetual preferred stock
Redemption price per share	$ 8					$ 8
Redemption value	$ 6,796					$ 6,796	$ 0
Series D perpetual preferred stock
Shares issued (in shares)	842,500					848,117
Preferred stock, par value (in dollars per share)	$ 0.0001					$ 0.0001
Redemption price per share	$ 8.00					$ 8.00
Redemption value	$ 6,785					$ 6,785	$ 0
Convertible preferred stock, shares outstanding	848,117					848,117	0
Series A
Redemption value	$ 0					$ 0	$ 12,739
Convertible preferred stock, shares outstanding	0					0	5,524,926
Series A convertible participating preferred stock
Redemption price per share	$ 2.3057					$ 2.3057
Redemption value							$ 12,738,822
Sagard Capital Partners, L.P. \| Series A convertible participating preferred stock
Number of shares issued for each convertible preferred stock			473,565	473,565
Effective conversion price		$ 19.425	$ 194.250
Maximum period from date of issuance			1 year
Iliad \| Series C perpetual preferred stock
Preferred stock, par value (in dollars per share)	$ 0.0001					$ 0.0001
Gross proceeds from the issuance of common stock	$ 2,296,926
Amount of shares issued	$ 842,500
Number of shares issued for each convertible preferred stock	842,500					842,500
Convertible preferred stock, shares outstanding	2,610,677					2,610,677
Iliad \| Series D perpetual preferred stock
Number of shares issued for each convertible preferred stock	842,500					842,500
Iliad \| Series A
Number of shares issued for each convertible preferred stock	5,524,926					5,524,926
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
Gross proceeds from the issuance of common stock				$ 9,199,000
Amount of shares issued				$ 9,000,000

Preferred Stock - Series B and B-1 Convertible Preferred Stock (Details) - USD ($)						1 Months Ended						2 Months Ended	9 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	Sep. 30, 2020	Sep. 30, 2019	Mar. 22, 2020	Mar. 04, 2020	Aug. 28, 2018
Warrants and Rights Outstanding									$ 3,000				$ 126,000
Proceeds from Issuance of Warrants	$ 653,000
Series B convertible preferred stock inducement expense													$ 1,647,000
Number of securities issued on conversion																	9,580
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
Beneficial Conversion Feature					$ 4,240,000
Deemed dividend					$ 4,240,000									$ 3,876,000
Shares converted								2,631				8,816
Shares issued on conversion								499,890
Convertible preferred stock, shares outstanding									1,971				0	1,971
Number of securities issued on conversion									985,500
Series B-1 convertible preferred stock
Beneficial Conversion Feature			$ 385,000	$ 146,000
Deemed dividend			385,000	$ 146,000
Convertible preferred stock, shares outstanding									0				0
Exercise price (in dollars per share)										$ 1.40
Proceeds from Issuance of Warrants			$ 1,750,000
Number of securities issued on conversion			63	63						1
Aggregate proceeds										$ 1,750,000
Shares issued (in shares)										63
Common Stock
Shares issued on conversion									630,063			4,408,000
Series 1 warrants
Number of warrants converted for each share										19,841
Gross proceeds											$ 3,274,000
Deemed dividend														$ 252,000
Exercise price (in dollars per share)							$ 0.6920	$ 2.00			$ 2.00	$ 2.00		$ 1.40
Proceeds from Issuance of Warrants							$ 144,000
Warrant exercise agreement										1,250,000
Preferred stock, par value (in dollars per share)										$ 12,000
Warrants exercised			1,250,000	1,250,000
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
Issuance costs														$ 875,000
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			$ 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
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 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 warrants converted for each share					500
Number of shares issued for each convertible preferred stock											500
Underwritten Public Offering \| Class B units \| Series 1 warrants
Number of shares in exchange for each unit											500
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
Warrants and Rights Outstanding						$ 1,250,000
Proceeds from Issuance of Warrants						$ 653,000
Minimum \| Exercise Agreement \| Series 2 warrants
Exercise price (in dollars per share)						$ 0.5227
Minimum \| Exercise Agreement \| Series 2 warrants \| Series B convertible preferred stock
Exercise price (in dollars per share)						0.4456
Maximum \| Exercise Agreement \| Series 2 warrants
Exercise price (in dollars per share)													$ 2.00
Maximum \| Exercise Agreement \| Series 2 warrants \| Series B convertible preferred stock
Exercise price (in dollars per share)						$ 2.00

Preferred Stock - Series B-2 Convertible Preferred Stock (Details) - Series B-2 convertible preferred stock	1 Months Ended	9 Months Ended
	Dec. 31, 2019 shares	Sep. 30, 2020 USD ($) $ / shares shares
Conversion ratio		190
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

Preferred Stock - Series C Convertible Preferred Stock (Details) - USD ($)	1 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
Amount of shares issued		$ 668,000
Series A
Convertible preferred stock, shares outstanding	0	0	5,524,926
Series C perpetual preferred stock
Percentage of cumulative stock dividends eligible to receive		10.00%
Number of consecutive months		24 months
Fair value of preferred stock	$ 4,717,000	$ 4,717,000
Iliad \| Series A
Number of shares issued for each convertible preferred stock	5,524,926	5,524,926
Iliad \| Series C perpetual preferred stock
Amount of shares issued	$ 842,500
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Number of shares issued for each convertible preferred stock	842,500	842,500
Accreted value	$ 11,227,000	$ 11,227,000
Gross proceeds from the issuance of common stock	$ 2,296,926
Convertible preferred stock, shares outstanding	2,610,677	2,610,677
Percentage increase in the outstanding balance	5.00%

Series D Perpetual Preferred Stock (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
Series D Perpetual Preferred Stock (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Amount of shares issued			$ 668,000
2019 Exchange Note 2
Class of Stock [Line Items]
Carrying value	$ 2,310,000	$ 2,310,000	$ 2,310,000	$ 2,297,000
Series D perpetual preferred stock
Class of Stock [Line Items]
Shares issued (in shares)	842,500		848,117
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Percentage of cumulative stock dividend	8.00%
Arrears of cumulative dividend payable term	24 months
Change in fair value of the Series D perpetual preferred shares		$ 71,000	$ 71,000
Redemption price per share	$ 8.00	$ 8.00	$ 8.00
Fair value of the Series D perpetual preferred shares	$ 6,430,000	$ 6,430,000	$ 6,430,000
Series D perpetual preferred stock \| 2019 Exchange Note 2
Class of Stock [Line Items]
Amount of shares issued	2,296,926
Carrying value	$ 2,610,677	$ 2,610,677	$ 2,610,677
Percentage of increase in outstanding balance of notes	5.00%
Redemption price per share	$ 8.00	$ 8.00	$ 8.00
Series D perpetual preferred stock \| Minimum
Class of Stock [Line Items]
Effective borrowing rate			12.00%
Series D perpetual preferred stock \| Maximum
Class of Stock [Line Items]
Effective borrowing rate			15.00%
Series C perpetual preferred stock
Class of Stock [Line Items]
Series A convertible preferred stock redeemed and Series C perpetual preferred issued under the exchange transaction (in shares)	5,524,926
Series A convertible preferred stock redeemed and Series C perpetual preferred issued under the exchange transaction	$ 11,227,000
Redemption price per share	$ 8	$ 8	$ 8

Stockholders' Equity (Details)		9 Months Ended
Stockholders' Equity (Details)	Jun. 03, 2019	Sep. 30, 2020 Vote shares	Dec. 31, 2019 shares	Aug. 28, 2018 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		4,516,424	3,902,675
Options available for grant under stock option plans		651,739	479,829
RSUs awards issued and outstanding		5,613	5,613
Warrants issued and outstanding		7,340,536	19,421,892
Convertible warrants				9,580
Total		13,945,846	27,200,498
2014 Plan
Shares of common stock reserved for issuance
Options issued and outstanding		4,483,106	3,902,675
Options available for grant under stock option plans			479,829
RSUs awards issued and outstanding		5,613	5,613
Inducement options issued and outstanding
Shares of common stock reserved for issuance
Options issued and outstanding		33,392	74
Blank check preferred stock
Stockholders' Equity
Common stock, shares authorized		4,475,074
Series A convertible preferred stock
Shares of common stock reserved for issuance
Convertible warrants			473,565
Series B convertible preferred stock
Shares of common stock reserved for issuance
Convertible warrants			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		204,475,074
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						9 Months Ended		12 Months Ended
	Mar. 23, 2020 USD ($)	Mar. 05, 2020 USD ($)	Jan. 07, 2019 $ / shares shares	Apr. 30, 2020 USD ($) shares	Mar. 31, 2020 USD ($) D $ / shares shares	Feb. 29, 2020 USD ($)	Dec. 31, 2019 USD ($) shares	Jul. 31, 2019 USD ($)	Mar. 31, 2019 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) shares	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Nov. 06, 2020 shares	Jun. 30, 2020 USD ($)	Apr. 15, 2020 USD ($)	Mar. 24, 2020 USD ($)	Jun. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
Amount of shares issued										$ 668,000
Common stock, shares issued \| shares													20,578,097
Stockholders’ equity							$ 10,673,000			7,806,000	$ 11,380,000	$ 10,673,000		$ 1,544,000			$ (1,646,000)	$ 5,383,000
Gross proceeds from issuance of warrants	$ 653,000
Series B convertible preferred stock
Stockholders’ equity							$ 476,000				410,000	476,000
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 A units
Issuance costs											875,000
Class B units
Issuance costs								$ 1,635,000			$ 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
Gross proceeds from issuance				$ 22,627
Issuance of common stock (In shares) \| shares				52,000
Amount of shares issued					$ 200,000
Term of equity purchase agreement					36 months
Shares issued in settlement of commitment fee \| shares				68,807
Fair value of equity issued				$ 33,027
Equity Line of Credit \| Maximum
Aggregate amount of put option on any put date or clearing date					$ 500,000
Aggregate amount of equity purchase agreement					$ 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
Option 2 Puts \| Equity Line of Credit
Percentage of average trading volume					10.00%
Share Price \| $ / shares					$ 0.436
Option 1 and Option 2 Puts \| Equity Line of Credit
Derivative Asset, Noncurrent																$ 0
Stockholders’ equity															$ 0

Stock Incentive Plans - Summary of Stock Incentive Plans (Details) - USD ($)		9 Months Ended		12 Months Ended
	May 12, 2015	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Sep. 30, 2020	Jun. 16, 2020	Dec. 31, 2019
Stock Based Compensation
Option outstanding		4,516,424		3,902,675	4,516,424		3,902,675
Shares available for grant		651,739		479,829	651,739		479,829
Shares Available for Grant
Beginning balance (in shares)		479,829
Ending balance (in shares)		651,739		479,829
Stock Options Outstanding
Beginning balance (in shares)		3,902,675
Options granted (in shares)		953,318
Options exercised (in shares)		(555)
Options cancelled (in shares)		(338,999)
Options canceled not rolled back into the 2013 Plan (in shares)		(15)
Ending balance (in shares)		4,516,424		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)		0.44
Options exercised (in dollars per share)		0.45
Options cancelled (in dollars per share)		4.11
Ending balance (in dollars per share)		$ 4.28		$ 5.20
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life (Years)		8 years 11 months 19 days		9 years 6 months 22 days
Options vested, exercisable and expected to vest
Options exercised (in shares)		(555)
Weighted average grant date fair value of stock options granted (in dollars per share)		$ 0.39	$ 1.57
Number of options vested (in shares)		1,065,190	496,467
Weighted average fair value of options vested on grant date		$ 2.12	$ 132.26
Common Stock, Capital Shares Reserved for Future Issuance					13,945,846		27,200,498
Inducement options issued and outstanding
Stock Based Compensation
Option outstanding		33,392		74	33,392		74
Stock Options Outstanding
Beginning balance (in shares)		74
Ending balance (in shares)		33,392		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		4,483,106		3,902,675	4,483,106		3,902,675
Shares available for grant		479,829		479,829			479,829
Shares Available for Grant
Beginning balance (in shares)		479,829
Additional shares authorized (in shares)		786,229
Options granted (in shares)		(953,318)
Options cancelled (in shares)		338,999
Ending balance (in shares)				479,829
Stock Options Outstanding
Beginning balance (in shares)		3,902,675
Ending balance (in shares)		4,483,106		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
Options vested and exercisable (in shares)					1,870,808
Options vested and exercisable (in dollars per share)					$ 8.14
Options vested and exercisable (in years)		8 years 10 months 10 days
Options vested and expected to vest (in shares)					4,170,443
Options vested and expected to vest (in dollars per share)					$ 4.53
Options vested and expected to vest (in years)		8 years 11 months 16 days
2014 Plan \| Stock options
Stock Based Compensation
Increase in share reserve based on outstanding number of shares (as a percent)	5.00%
Option outstanding		4,482,722			4,482,722
Shares available for grant		185,057			185,057
Shares Available for Grant
Ending balance (in shares)		185,057
Stock Options Outstanding
Ending balance (in shares)		4,482,722
2020 New Employee Inducement Award Plan
Stock Based Compensation
Option outstanding		33,318			33,318
Shares available for grant		466,682			466,682
Shares Available for Grant
Ending balance (in shares)		466,682
Stock Options Outstanding
Ending balance (in shares)		33,318
Options vested, exercisable and expected to vest
Common Stock, Capital Shares Reserved for Future Issuance						500,000
Common Stock
Options vested, exercisable and expected to vest
Share Price					$ 0.29

Stock Incentive Plans - Stock-Based Compensation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Stock Based Compensation
Total stock-based compensation expense	$ 675,000	$ 1,110,000	$ 2,184,000	$ 1,983,000
Research and development expense
Stock Based Compensation
Total stock-based compensation expense	175,000	333,000	580,000	549,000
Sales and marketing expense
Stock Based Compensation
Total stock-based compensation expense	54,000	41,000	167,000	87,000
General and administrative expense
Stock Based Compensation
Total stock-based compensation expense	446,000	$ 736,000	1,437,000	$ 1,347,000
Stock options and RSUs
Stock Based Compensation
Unrecognized stock-based compensation expense	$ 3,173,000		$ 3,173,000
Expected weighted average period to be recognized			1 year 5 months 9 days
Minimum \| Employee stock options
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Weighted-average volatility (as a percent)			150.10%	142.90%
Weighted-average expected term (years)			1 year	5 years 7 months 6 days
Risk-free interest rate (as a percent)			0.10%	1.50%
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)			172.40%	145.90%
Weighted-average expected term (years)			5 years	5 years 9 months 18 days
Risk-free interest rate (as a percent)			0.50%	1.90%

Stock Incentive Plans - 401(k) Plan (Details)	9 Months Ended
Stock Incentive Plans - 401(k) Plan (Details)	Sep. 30, 2020 USD ($)
Stock Incentive Plans
Employer contributions to the plan	$ 0

Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Calculation of basic and diluted net loss per common share
Net loss attributable to common shareholders (basic and diluted)	$ (8,271)	$ (11,683)	$ (27,284)	$ (36,708)
Shares used to compute net loss per common share, basic and diluted	40,218,324	5,841,790	26,467,423	2,746,523
Net loss per share attributable to common stockholders, basic and diluted	$ (0.21)	$ (2.00)	$ (1.03)	$ (13.37)

Net Loss Per Share - Excluded From Calculation (Details) - shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Nov. 06, 2020
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)	13,294,107	24,709,166
Common stock, shares issued			20,578,097
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)	4,483,106	3,821,690
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)	33,392	906
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)	7,340,536	19,421,892
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
Series B convertible preferred stock
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)		985,500
Series B-2 convertible preferred stock
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

Segment Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Information (Details) $ in Thousands	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) segment	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)
Segment Information
Number of reportable segments \| segment			2
Revenue from external customers	$ 2,773	$ 973	$ 6,809	$ 4,268
Segment net loss	(7,866)	(7,555)	(25,040)	(32,580)
Segment assets	36,234		36,234		$ 36,410
Less: investment in subsidiary	(29,241)		(29,241)		(29,241)
Less: Intercompany loan	(37,921)		(37,921)		(34,950)
Human Health
Segment Information
Segment net loss	(1,912)	(3,955)	(6,721)	(16,586)
Segment assets	33,930		33,930		32,432
Animal Health
Segment Information
Segment net loss	(5,954)	(3,600)	(18,319)	(15,994)
Segment assets	69,466		69,466		68,169
Product revenue, net
Segment Information
Revenue from external customers	2,773	973	6,809	4,268
Product revenue, net \| Human Health
Segment Information
Revenue from external customers	2,760	957	6,748	4,185
Product revenue, net \| Animal Health
Segment Information
Revenue from external customers	13	$ 16	61	$ 83
Operating Segments
Segment Information
Segment assets	$ 103,396		$ 103,396		$ 100,601

Subsequent Events (Details) - USD ($)							1 Months Ended	9 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 06, 2020	Oct. 09, 2020	Oct. 08, 2020	Oct. 07, 2020	Oct. 06, 2020	Oct. 05, 2020	Sep. 30, 2020	Sep. 30, 2020	Jul. 31, 2021	Feb. 28, 2021	Dec. 31, 2019	Aug. 28, 2018
Phase 3 Clinical Trial for Cancer-therapy related Diarrhea
Amount of shares issued								$ 668,000
Preferred Stock Exchange
Convertible warrants												9,580
Warrants and Rights Outstanding							$ 126,000	126,000			$ 3,000
Fee Settlement Agreement
Convertible warrants												9,580
Fourth Amendment to Accounts Receivable Purchase Agreement With Oasis Capital, LLC
Accounts receivable							1,505,000	$ 1,505,000			$ 1,692,000
Iliad \| Series C perpetual preferred stock
Phase 3 Clinical Trial for Cancer-therapy related Diarrhea
Amount of shares issued							$ 842,500
Subsequent event \| Exchange Agreement with Iliad
3(a)(9) Exchanges
Shares issued on conversion			250,000
Preferred Stock Exchange
Shares issued on conversion			250,000
Subsequent event \| Fee Settlement Agreement
Phase 3 Clinical Trial for Cancer-therapy related Diarrhea
Shares issued (in shares)				2,000,000
Preferred Stock Exchange
Convertible warrants				6,218,954
Fee Settlement Agreement
Shares issued (in shares)				2,000,000
Convertible warrants				6,218,954
Trial delay fee event of failure of initiation of phase 2 study				$ 2,500,000
Subsequent event \| Royalty Purchase Agreement
Royalty Transaction
Payment of royalty			$ 12,000,000
Aggregate purchase price			$ 6,000,000
Percentage of interest on royalty			10.00%
Minimum royalty payable			$ 250,000
Percentage of worldwide revenues			10.00%
Minimum volume weighted average price of stock			$ 0.3035
Increase in royalty repayment amount			$ 6,000,000
Additional royalty financings committed									$ 6,000,000	$ 5,000,000
Percentage of increase in royalty			15.00%
Subsequent event \| Mytesi \| Royalty Purchase Agreement
Royalty Transaction
Percentage of net sales of Mytesi			10.00%
Subsequent event \| Beginning on October 9, 2021 \| Royalty Purchase Agreement
Royalty Transaction
Minimum royalty payable			$ 400,000
Subsequent event \| Beginning on April 9, 2022 \| Royalty Purchase Agreement
Royalty Transaction
Minimum royalty payable			600,000
Subsequent event \| Beginning on October 9, 2022 \| Royalty Purchase Agreement
Royalty Transaction
Minimum royalty payable			$ 750,000
Subsequent event \| Pre-funded Warrants \| Exchange Agreement with Iliad
3(a)(9) Exchanges
Shares issued on conversion	6,700,000
Preferred Stock Exchange
Shares issued on conversion	6,700,000
Convertible warrants			7,057,692
Number of warrants converted for each share			1
Exercise price (in dollars per share)			$ 0.0001
Warrants and Rights Outstanding	$ 1,000
Fee Settlement Agreement
Convertible warrants			7,057,692
Subsequent event \| Series C perpetual preferred stock \| Exchange Agreement with Iliad
3(a)(9) Exchanges
Shares converted			285,000
Preferred Stock Exchange
Shares converted			285,000
Subsequent event \| Series B-2 convertible preferred stock
3(a)(9) Exchanges
Shares issued on conversion					500,186
Shares converted					975
Preferred Stock Exchange
Shares converted					975
Shares issued on conversion					500,186
Subsequent event \| CVP Exchange Note 1
3(a)(9) Exchanges
Shares issued on conversion					3,350,000
Reduction in outstanding balance of notes					$ 1,000,000
Preferred Stock Exchange
Shares issued on conversion					3,350,000
Subsequent event \| Oasis Secured Note Tranche 5
Fourth Amendment to Accounts Receivable Purchase Agreement With Oasis Capital, LLC
Fee to be received (percentage)		5.45%
Subsequent event \| Oasis Secured Note Tranche 5 \| Oasis Capital
Fourth Amendment to Accounts Receivable Purchase Agreement With Oasis Capital, LLC
Cash proceeds		$ 900,097
Accounts receivable		900,000
Accounts receivable gross		2,118,000
Accumulated chargebacks and discounts on accounts receivable		1,218,000
Threshold price		$ 1,015,000
Number of days within which to return excess collection amount		5 days
Transaction fee		$ 5,000
Agreement term		1 year
Agreement renewal term		1 year
Non renewal notice period before expiration		30 years
Notice period for termination Of agreement		60 days
Subsequent event \| Oasis Secured Note Tranche 5 \| Oasis Capital \| Maximum
Fourth Amendment to Accounts Receivable Purchase Agreement With Oasis Capital, LLC
Additional transaction fee		$ 5,000
Subsequent event \| Integrium, LLC \| Napo \| Master Services Agreement
Phase 3 Clinical Trial for Cancer-therapy related Diarrhea
Clinical trial expenses payable						$ 12,400,000
Subsequent event \| PoC Capital, LLC \| Stock Plan Agreement with Poc LLc
Phase 3 Clinical Trial for Cancer-therapy related Diarrhea
Shares issued (in shares)					1,333,333
Common stock par value (in dollars per share)					$ 0.0001
Share issue price (in dollars per share)					$ 0.30
Fee Settlement Agreement
Shares issued (in shares)					1,333,333
Subsequent event \| PoC Capital, LLC \| Napo \| Stock Plan Agreement with Poc LLc
Phase 3 Clinical Trial for Cancer-therapy related Diarrhea
Amount of shares issued					$ 400,000
Subsequent event \| At The Market Offering \| Maximum
Subsequent Events.
Percentage of commission on gross sales proceeds						3.00%
Sale of worth of shares						$ 7,000,000