0001558370-21-003811 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Mar. 19, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K
Document Period End Date	Dec. 31, 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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Public Float			$ 14,755,325
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Central Index Key	0001585608
Amendment Flag	false
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	true
Common stock - voting
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		127,906,558
Common stock - non-voting
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,120,785

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 8,090	$ 3,495
Restricted cash		388
Accounts receivable	2,098	1,692
Accounts receivable - pledged	2,434
Other receivable	28	2
Inventory	2,782	2,129
Operating lease - right-of-use asset		553
Prepaid expenses and other current assets	2,360	1,263
Total current assets	17,792	9,522
Property and equipment, net	677	710
Intangible assets, net	24,337	26,024
Other assets	37	154
Total assets	42,843	36,410
Current liabilities:
Accounts payable	4,759	5,352
Accrued liabilities	4,493	2,922
Warrant liability	179	3
Operating lease liability		337
Notes payable, net of discount, current	3,789	6,778
Total current liabilities	13,220	15,392
Notes payable, net of current portion	12,421	450
Total liabilities	25,641	15,842
Commitments and contingencies (See Note 5)
Stockholders' equity
Additional paid-in capital	184,090	142,046
Accumulated deficit	(166,899)	(133,090)
Total stockholders' equity	17,202	10,673
Total liabilities, convertible preferred stock and stockholders' equity	42,843	36,410
Series A
Current liabilities:
Temporary equity value		9,895
Series B convertible preferred stock
Current liabilities:
Temporary equity value		476
Stockholders' equity
Preferred stock value		476
Series B-2 convertible preferred stock
Current liabilities:
Temporary equity value		1,236
Stockholders' equity
Preferred stock value		1,236
Common stock - voting
Stockholders' equity
Common stock value	11	1
Total stockholders' equity	$ 11	1
Common stock - non-voting
Stockholders' equity
Common stock value		4
Total stockholders' equity		$ 4

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, shares authorized	1,021,165	5,546,154
Preferred stock, shares issued		5,537,062
Preferred stock, shares outstanding	857,055	5,537,062
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	0	0
Convertible preferred stock, shares outstanding	0	0
Preferred stock, shares outstanding	0
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	0	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	0	1,971
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	0	10,165
Convertible preferred stock, shares outstanding	0	10,165
Preferred stock, shares authorized	10,165	10,165
Preferred stock, shares issued		10,165
Preferred stock, shares outstanding	0	10,165
Series C perpetual preferred stock
Preferred stock, shares authorized	1,011,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
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	114,022,368	14,273,061
Common stock, shares outstanding	114,022,368	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	2,120,786	40,301,237
Common stock, shares outstanding	2,120,786	40,301,237

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Revenue
Total revenue	$ 9,385,000	$ 5,775,000
Operating expenses
Cost of product revenue	3,280,000	3,816,000
Research and development	6,413,000	5,820,000
Sales and marketing	6,609,000	6,936,000
General and administrative	14,387,000	13,502,000
Settlement of Tempesta Royalty License Agreement		649,000
Impairment of indefinite-lived intangible assets	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	36,032,000	34,723,000
Loss from operations	(26,647,000)	(28,948,000)
Interest expense	(2,792,000)	(5,731,000)
Other income, net	190,000	81,000
Change in fair value of financial instruments	(2,696,000)	1,010,000
Loss on extinguishment of debt and conversion of Series D perpetual preferred stock	(1,864,000)	(4,941,000)
Loss before income tax	(33,809,000)	(38,529,000)
Income tax expense		(10,000)
Net loss and comprehensive loss	(33,809,000)	(38,539,000)
Net loss attributable to common shareholders	$ (38,648,000)	$ (44,726,000)
Net loss per share, basic and diluted (in dollars per share)	$ (1.00)	$ (9.01)
Weighted-average common shares outstanding, basic and diluted (in shares)	38,642,650	4,965,337
Series A convertible preferred stock
Operating expenses
Deemed dividend	$ (1,332,000)	$ (895,000)
Series B convertible preferred stock
Operating expenses
Deemed dividend		(4,240,000)
Series B-1 convertible preferred stock
Operating expenses
Deemed dividend		(530,000)
Series C perpetual preferred stock
Operating expenses
Deemed dividend	(2,521,000)
Stock dividend attributable to Series C perpetual preferred stock	130,000
Series 1 warrants
Operating expenses
Deemed dividend		(522,000)
Series 1, Series 2 and Bridge warrant
Operating expenses
Deemed dividend	(856,000)
Product revenue, net
Revenue
Total revenue	$ 9,385,000	$ 5,775,000

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($)	Series 1 warrants Common Stock Common stock - voting	Series 1 warrants Additional paid-in capital	Series 1 warrants	Series 1 warrants Common Stock Common stock - voting	Series 1 warrants Additional paid-in capital	Series 1 warrants	Series 2 warrants Additional paid-in capital	Series 2 warrants	Series 3 warrants Additional paid-in capital	Series 3 warrants Common stock - voting	Series 3 warrants	Series 1 and Series 2 warrants Additional paid-in capital	Series 1 and Series 2 warrants Common stock - voting	Series 1 and Series 2 warrants	Series 1, Series 2, and 2019 Bridge Note warrants Additional paid-in capital	Series 1, Series 2, and 2019 Bridge Note warrants Common stock - voting	Series 1, Series 2, and 2019 Bridge Note warrants	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 Common stock - voting	Series 1, Series 2, and 2019 Bridge Note warrants May 2020	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 Common stock - voting	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 Additional paid-in capital	Series 2 warrants and inducement offer conversion of Series B-1 convertible preferred stock Common stock - voting	Series 2 warrants and inducement offer conversion of Series B-1 convertible preferred stock	Series B-1 convertible preferred stock Additional paid-in capital	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-1 convertible preferred stock	Series B convertible preferred stock	Series C perpetual preferred stock Additional paid-in capital Series C perpetual preferred stock	Series C perpetual preferred stock Additional paid-in capital	Series C perpetual preferred stock Series C perpetual preferred stock	Series C perpetual preferred stock Common stock - voting	PIPE Financing Warrants, Dec 2019 Common Stock Common stock - voting	PIPE Financing Warrants, Dec 2019 Additional paid-in capital	PIPE Financing Warrants, Dec 2019 Common stock - voting	PIPE Financing Warrants, Dec 2019	Bridge Note Warrants Additional paid-in capital	Bridge Note Warrants	LOC warrant Additional paid-in capital	LOC warrant	March 2019 registered offering Common Stock Common stock - voting	March 2019 registered offering Additional paid-in capital	March 2019 registered offering	March 2020 Equity Purchase Agreement Additional paid-in capital	March 2020 Equity Purchase Agreement Common stock - voting	March 2020 Equity Purchase Agreement	Private placement Common Stock Common stock - voting	Underwriter Settlement Agreement Additional paid-in capital	Underwriter Settlement Agreement Common stock - voting	Underwriter Settlement Agreement	At The Market Offering	Registered Direct Offering Additional paid-in capital	Registered Direct Offering Common stock - voting	Registered Direct Offering	CVP Exchange Notes Common Stock Common stock - voting	CVP Exchange Notes Additional paid-in capital	CVP Exchange Notes Common stock - voting	CVP Exchange Notes	Common Stock Common stock - voting Tempesta	Common Stock Common stock - voting	Common Stock Common stock - non-voting	Additional paid-in capital Series B convertible preferred stock	Additional paid-in capital Series B-1 convertible preferred stock	Additional paid-in capital Series C perpetual preferred stock	Additional paid-in capital Series B-1 preferred - Ionic (Oct 2, 2019)	Additional paid-in capital Series D perpetual preferred stock	Additional paid-in capital Tempesta	Additional paid-in capital Atlas	Additional paid-in capital PoC Capital, LLC	Additional paid-in capital Pacific Capital Management LLC	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	Series B-1 preferred - Ionic (Oct 2, 2019)	Common stock - voting Atlas	Common stock - voting PoC Capital, LLC	Common stock - voting Pacific Capital Management LLC	Common stock - voting	Common stock - non-voting	Series D perpetual preferred stock	Tempesta	Atlas	PoC Capital, LLC	Pacific Capital Management LLC	Total
Beginning Balance at Dec. 31, 2018																																																																																$ 9,000,000
Beginning Balance (in shares) at Dec. 31, 2018																																																																																5,524,926
Increase (decrease) in temporary equity
Accretion to redemption value of redeemable preferred stock																																																																																$ 895,000
Ending Balance at Dec. 31, 2019																																																																			$ 1,000	$ 4,000												$ 9,895,000	$ 476,000		$ 1,236,000
Ending Balance (in shares) at Dec. 31, 2019																																																																																5,524,926	1,971		10,165								0
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																																																																														(4,240,000)			$ 4,240,000
Deemed dividend attributable to Series 1 warrant modification																																																																						$ (530,000)								(522,000)				$ 530,000														(522,000)
Issuance of common stock in Class A Units, net																																																																														1,394,000																		1,394,000
Issuance of common stock in Class A Units, net (in shares)																																																																			2,886,500
Issuance costs from issuance of Series B-1 preferred stock, October 2019																											$ (20,000)	$ (20,000)
Issuance of common stock, net of offering costs, put exercise																																																																														2,602,000																		2,602,000
Issuance of common stock, net of offering costs, put exercise (in shares)																																																																			195,319
Issuance of common stock in exchange for services																																																																														140,000																		140,000
Issuance of common stock in exchange for services (in shares)																																																																			166,667
Issuance of common stock, registered offering																																																	$ 266,000	$ 266,000
Issuance of common stock, registered offering (in shares)																																																19,019
Issuance of prepaid equity forward contracts, November 2019																																																																														1,713,000																		1,713,000
Issuance of common stock upon settlement of prepaid equity forward contracts,																														$ (1,236,000)	$ 1,236,000																																															10,000																		10,000
Issuance of common stock upon settlement of prepaid equity forward contracts, November 2019 (in shares)																													(695,127)		10,165																																				986,000
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																																																																					$ (2,129,000)												2,129,000
Issuance of common stock in exchange of notes payable																																																															$ 6,673,000		$ 6,673,000									$ 49,000																		$ 49,000
Issuance of common stock in exchange of notes payable (in shares)																																																														1,119,440				40,000
Beneficial conversion feature of convertible preferred stock																																																																					$ 4,240,000	$ 530,000											$ (4,240,000)	$ (530,000)
Issuance of warrants		$ 5,026,000	$ 5,026,000				$ 5,026,000	$ 5,026,000																																	$ 465,000		$ 465,000
Modification of warrants																																																																														522,000																		522,000
Warrant reclassification from liability to equity																																												$ 4,259,000	$ 4,259,000	$ 71,000	$ 71,000
Accretion to redemption value of redeemable preferred stock																																																																														(895,000)																		(895,000)
Fractional shares (in shares)																																																																			(14)
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																																									1,035,000		1,035,000																													$ (530,000)													$ 530,000
Issuance of common stock (In shares)																																								2,500,000																																													63
Conversion of Series B convertible preferred stock into common stock																																	$ 531,000	$ (530,000)	$ 1,000
Conversion of Series B convertible preferred stock into common stock (shares)																																630,063		(63)																																	4,408,000														(8,816)		(190)
Issuance of Series B convertible preferred stock, net																																																																																	$ 2,605,000
Issuance of Series B convertible preferred stock, net (in shares)																																																																																	10,787
Issuance of common stock upon exercise of Series 1 warrants, October 2019		$ 389,000	$ 389,000		$ 1,360,000	$ 1,360,000
Issuance of common stock upon exercise of Series 1 warrants, October 2019(in shares)	277,774			972,226
Accretion to redemption value of Series A contingently redeemable convertible preferred stock																																																																																$ 894,000
Shares issued upon exercise of stock options (in shares)																																																																																																0
Stock-based compensation																																																																														2,989,000																		$ 2,989,000
Net loss																																																																															(38,539,000)																	(38,539,000)
Ending Balance at Dec. 31, 2019																																																																														142,046,000	(133,090,000)										$ 1,000	$ 4,000						10,673,000
Ending Balance (in shares) at Dec. 31, 2019																																																																			14,273,061	40,301,237																					14,273,061	40,301,237
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
Accretion to redemption value of redeemable preferred stock																																																																																$ 1,332,000
Ending Balance (in shares) at Dec. 31, 2020																																																																																	0		0								0
Increase (decrease) in Stockholders' Equity (Deficit)
Deemed dividend attributable to Series 1 warrant modification															$ (856,000)		$ (856,000)																																																						$ (2,521,000)													$ 2,521,000
Issuance of warrants																																																							$ 31,000		$ 31,000
Issuance of common stock in exchange for services																																																			$ 33,000		$ 33,000																							$ 437,000											$ 1,333,333							$ 437,000
Issuance of common stock in exchange for services (in shares)																																																				68,807
Shares issued to Iliad in exchange of Royalty Interest																																																																														256,000																		256,000
Shares issued to Iliad in exchange of Royalty Interest (in shares)																																																																																									1,314,974
Shares issued on exchange of Series perpetual preferred stock																																					$ 4,846,000	$ (4,847,000)	$ 1,000																																		$ 7,875,000																$ 2,000		$ 7,877,000
Shares issued on exchange of Series perpetual preferred stock (Shares)																																						(858,810)	8,453,880																																																				15,889,871
Shares issued to Atlas Sciences for settlement of Trial Delay Fee																																																																											$ 612,000																		$ 612,000
Shares issued to Atlas Sciences for settlement of Trial Delay Fee (in shares)																																																																																						2,000,000
Shares issued on conversion of warrants of Atlas for settlement of Trial Delay Fee																																				$ (1,000)			$ 1,000																																				$ 1,903,000		$ 24,000									$ 1,000							$ 1,904,000		$ 24,000
Shares issued on conversion of warrants of Atlas for settlement of Trial Delay Fee (in shares)																																							7,057,692																																															6,218,954		50,000
Extinguishment of Series C perpetual preferred stock																																																																							$ 2,521,000													(2,521,000)
Modification of warrants															856,000		856,000
Conversion of Series B-2 convertible preferred stock into common stock																																																																														1,236,000					$ (1,236,000)
Conversion of Series B-2 convertible preferred stock into common stock (in shares)																																																																																			(10,165)						2,246,286
Fractional shares (in shares)																																																																																									(190)
Value of shares issued on exercise of warrants									$ 6,056,000	$ 1,000	$ 6,057,000	$ 626,000		$ 626,000	$ 392,000		$ 392,000	$ 3,787,000	$ 1,000	$ 3,788,000	$ 359,000		$ 359,000	$ 2,340,000	$ 1,000	$ 2,341,000
Shares issued on exercise of warrants										8,456,352			1,279,266			548,962			8,670,852			732,315			1,250,000
Issuance of common stock																																									$ 668,000		$ 668,000												$ 45,000		$ 45,000		$ 1,207,000		$ 1,207,000
Issuance of common stock (In shares)																																										1,714,283														100,000		3,814,925		3,814,925
Underwriter settlement offering cost																																																																														(185,000)																		(185,000)
Conversion of Series B convertible preferred stock into common stock																																																			$ 10,000		$ 10,000																									476,000			$ (476,000)		$ (1,236,000)
Conversion of Series B convertible preferred stock into common stock (shares)																																																				52,000																													(1,971)	(10,001)							4,423,251
Shares issued in exchange of CVP Exchange Notes																																																															$ 6,511,000	$ 2,000	$ 6,513,000
Shares issued in exchange of CVP Exchange Notes (in shares)																																																																21,471,724
Stock dividend attributable to Series C perpetual preferred stock of $8 per share																																																																														(130,000)						$ 130,000
Stock dividend attributable to Series C perpetual preferred stock of $8 per share (in shares)																																																																																				16,310
Shares issued to third party for services																																																																														105,000																		105,000
Shares issued to third party for services (in shares)																																																																																									275,000
Shares issued to Sagard Capital in exchange of services																																																																														879,000																		879,000
Shares issued to Sagard Capital in exchange of services (in shares)																																																																																									2,289,474
Conversion of non-voting common stock to voting common stock																																																																														4,000												$ (4,000)
Conversion of non-voting common stock to voting common stock (Shares)																																																																																									36,361	(38,180,451)
Accretion to redemption value of Series A contingently 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																																																																														2,824,000																		$ 2,824,000
Net loss																																																																															(33,809,000)																	(33,809,000)
Ending Balance at Dec. 31, 2020																																																																														$ 184,090,000	$ (166,899,000)										$ 11,000							$ 17,202,000
Ending Balance (in shares) at Dec. 31, 2020																																																																																									114,022,368	2,120,786

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Parenthetical)	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares
Series 1, Series 2, and 2019 Bridge Note warrants May 2020
Stock Transactions, Parenthetical Disclosures
Issuance costs	$ 486,000
Warrants issuance cost	461,000
March 2020 Equity Purchase Agreement
Stock Transactions, Parenthetical Disclosures
Issuance costs	13,000
At The Market Offering
Stock Transactions, Parenthetical Disclosures
Offering costs	78,000
Issuance costs	40,000
PIPE Financing accredited investor
Stock Transactions, Parenthetical Disclosures
Issuance costs	$ 51,000
Series C perpetual preferred stock
Stock Transactions, Parenthetical Disclosures
Redemption price per share \| $ / shares	$ 8

CONSOLIDATED STATEMENTS OF CASH FLOWS	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Cash flows from operating activities
Net loss	$ (33,809,000)	$ (38,539,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,727,000	1,737,000
Impairment of indefinite-lived intangible assets	0	4,000,000
Interest paid on the conversion of debt to equity	611,000
Loss on recourse obligation on secured borrowing	15,000
Loss on extinguishment of debt and conversion of Series D perpetual preferred stock	1,864,000	4,941,000
Amortization of operating lease right-of-use-assets	553,000	191,000
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	2,824,000	2,989,000
Issuance of common stock in exchange for services	984,000	140,000
Issuance of common stock in Tempesta settlement agreement		49,000
Issuance of warrants and common stock in underwriter settlement agreement	76,000
Issuance of common stock as consideration paid under the Oasis Capital Equity Purchase Agreement	33,000
Tempesta settlement note expense		550,000
Amortization of debt issuance costs and debt discount	2,670,000	5,157,000
Shares issued to Atlas for settlement of Trial Delay Fee	612,000
Shares issued on conversion of warrants of Atlas for settlement of Trial Delay Fee	1,904,000
Change in fair value of financial instruments	2,696,000	(1,010,000)
Changes in assets and liabilities
Accounts receivable	(2,840,000)	(696,000)
Other receivable	(26,000)	(8,000)
Inventory	(653,000)	1,213,000
Prepaid expenses and other current assets	(955,000)	(247,000)
Other non-current assets	893,000	109,000
Operating lease liabilities	(337,000)	(133,000)
Deferred rent		222,000
Accounts payable	(743,000)	(63,000)
Accrued expenses	1,194,000	(1,059,000)
Total cash used in operating activities	(15,278,000)	(20,457,000)
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 of $50 and debt discount	12,300,000
Proceeds from receivables secured borrowing, net of debt discount and issuance costs of $640	7,057,000
Proceeds from issuance of short-term notes payable		5,050,000
Repayment of short-term notes payable		(5,050,000)
Repayment of notes payable	(406,000)	(100,000)
Repayment of insurance premium financing	(681,000)
Repayment of receivables secured borrowing	(6,207,000)
Proceeds from issuance of common stock		2,878,000
Payment of underwriting discounts, commissions and other associated offering costs		(65,000)
Payments of deferred offering costs	(142,000)
Total cash provided by financing activities	19,492,000	21,772,000
Net increase in cash and restricted cash	4,207,000	1,315,000
Cash and restricted cash at beginning of period	3,883,000	2,568,000
Cash and restricted cash at end of period	8,090,000	3,883,000
Supplemental schedule of cash flow information
Cash paid for interest	757,000	142,000
Supplemental schedule of non-cash financing and investing activities
Insurance premium financing	776,000
Accretion to redemption value of Series A contingently redeemable convertible preferred stock	(1,332,000)
Common stock issued as redemption of Series D perpetual preferred stock	6,575,000
Cash	8,090,000	3,495,000
Restricted cash		388,000
Cash and restricted cash at end of period	8,090,000	3,883,000
PoC Capital, LLC
Supplemental schedule of non-cash financing and investing activities
Shares issued to PoC Capital in payment of contracted research fees	437,000
Private Investment in Public Entities March 2018
Cash flows from financing activities
Proceeds from issuance of common stock in PIPE financing, net of issuance costs	668,000	1,500,000
2019 Bridge Note Warrants
Cash flows from financing activities
Proceeds from shares issued on exercise of Oasis Capital an Equity Purchase Agreement put options, net of issuance costs of $13	5,797,000
Notes payable
Supplemental schedule of non-cash financing and investing activities
Common stock issued as redemption of notes payable and related interest	6,165,000	15,345,000
Issuance of warrants		5,006,000
At The Market Offering
Cash flows from financing activities
Proceeds from issuance of common stock	1,281,000
Payment of underwriting discounts, commissions and other associated offering costs	(40,000)
PIPE Financing Warrants, Dec 2019
Cash flows from financing activities
Proceeds from issuance of warrants		1,500,000
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
Supplemental schedule of non-cash financing and investing activities
Deemed dividend attributable to preferred stock		522,000
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 Warrants via Put option Oct 2019
Cash flows from financing activities
Proceeds from issuance of warrants		1,750,000
Pre-funded Warrants
Cash flows from financing activities
Issuance costs from shares issued on underwriter settlement agreement		(65,000)
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	(486,000)
Series 1 and Series 2 warrants
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	6,057,000
Underwriter Settlement Agreement
Cash flows from financing activities
Issuance costs from shares issued on underwriter settlement agreement	(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
Payment of underwriting discounts, commissions and other associated offering costs		(875,000)
Proceeds from issuance of common stock in PIPE financing, net of issuance costs		4,240,000
Supplemental schedule of non-cash financing and investing activities
Deemed dividend attributable to preferred stock		4,240,000
Shares Issued	476,000	2,128,000
Conversion of Series B-2 convertible preferred stock into common stock	476,000
Series A convertible preferred stock
Supplemental schedule of non-cash financing and investing activities
Deemed dividend attributable to preferred stock	1,332,000	895,000
Accretion to redemption value of Series A contingently redeemable convertible preferred stock	1,332,000	894,000
Extinguishment of Series A redeemable convertible preferred stock	11,227,000
Series B-2 convertible preferred stock
Supplemental schedule of non-cash financing and investing activities
Conversion of Series B-2 convertible preferred stock into common stock	1,236,000
Series B-2 convertible preferred stock \| Pre-funded Warrants \| Private Investment In Public Entities November 2019 offering
Cash flows from financing activities
Proceeds from issuance of convertible preferred stock		1,778,000
Series C perpetual preferred stock
Supplemental schedule of non-cash financing and investing activities
Deemed dividend attributable to preferred stock	2,521,000
Shares Issued	4,717,000
Stock dividend attributable to Series C perpetual preferred stock	130,000
Series D perpetual preferred stock
Supplemental schedule of non-cash financing and investing activities
Shares Issued	$ 6,404,000
Class A units
Cash flows from financing activities
Proceeds from issuance of common stock		2,249,000
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 1 warrants
Cash flows from financing activities
Proceeds from issuance of warrants		5,026,000
Class A and B units \| Series 2 warrants
Cash flows from financing activities
Proceeds from issuance of warrants		$ 5,026,000

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Net of debt discount and issuance costs	$ 640
Common Stock To Oasis Put Exercise
Issuance costs	13
Notes payable
Net of debt discount and issuance costs	50
At The Market Offering
Issuance costs	78
Series 1, Series 2, and 2019 Bridge Note warrants May 2020
Issuance costs	$ 486

Organization and Business	12 Months Ended
Organization and Business	Dec. 31, 2020
Organization and Business
Organization and Business	Jaguar Health, Inc. Notes to Financial Statements 1. Organization and Business Jaguar Health, Inc. (“Jaguar” or the “Company”), formerly known as Jaguar Animal Health, Inc., was incorporated on June 6, 2013 (inception) in Delaware. The Company was a majority-owned subsidiary of Napo 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 wholly-owned subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from “Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly-owned subsidiary of Jaguar focused on human health and the ongoing commercialization of Mytesi, a Napo drug product approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. The Company manages its operations through two segments – human health and animal health and is headquartered in San Francisco, California. Nasdaq Communication and Compliance 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 $2.5 million in stockholders’ equity (or meet the alternatives of market value of listed securities of $35 million or net income from continuing operations). 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 “Hearings Panel”). On October 22, 2020, the hearing was held with the Hearings Panel. On October 28, 2020, the Company received formal notice that the Hearings 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. As the Company consistently reached a closing bid price of above $1.00 in 2021, on January 21, 2021, the Company received a letter from the Nasdaq Office of General Counsel that the Company has regained compliance with the bid price and warrant concerns, as required by the Hearings Panel decision dated October 28, 2020. Accordingly, the Hearings Panel has determined to continue the listing of the Company’s securities on The Nasdaq Stock Market and is closing this matter. Liquidity The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $166.9 million as of December 31, 2020. The Company expects to incur substantial losses and negative cash flows in future periods. Further, the Company’s future operations, which include the satisfaction of current obligations, 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. In January 2021, the Company was able to reduce the outstanding balance of a secured promissory note by $1.8 million through common stock exchange and raised $20.5 million from a registered public offering and an at-the-market agreement. As of the issuance date of the consolidated financial statements, the Company has cash of $33.8 million. Based on the Company’s current operating plan and forecasted operations, management believes that existing cash will be sufficient to fund the Company’s obligations for at least 12 months after these consolidated financial statements are issued.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

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

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with 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 subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are the valuation of stock options, valuation of Series C Perpetual Preferred Stock and Series D Perpetual Preferred Stock, valuation of warrant liabilities, acquired 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.

In March 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic. During the year ended December 31, 2020, the Company’s financial results were not significantly affected by the COVID-19 outbreak. The Company has considered all information available as of the date of issuance of these financial statements and the Company is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. The extent to which the COVID-19 outbreak affects the Company’s future financial results and operations will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the outbreak, and current or future domestic and international actions to contain and treat it.

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. Amounts included in restricted cash primarily relate to security deposits and a letter of credit with a financial institution, both in connection with office space lease agreements.

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 December 31, 2020 and 2019.

Concentrations

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

For the years ended December 31, 2020 and 2019, substantially all of the Company’s revenue was derived from the sale of Mytesi. In looking at sales by the Company to distributors whose net revenue percentage of total net revenue was equal to or greater than 10%, for fiscal year 2020 and 2019 the Company earned Mytesi revenue primarily from one major pharmaceutical distributor located in the United States. For the years ended December 31, 2020 and 2019, one customer comprised 97% and 91%, respectively of total net revenues.

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. For the years ended December 31, 2020 and 2019, one customer comprised 95% and 99%, respectively of total accounts receivable.

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 Values

The Company’s financial instruments include accounts receivable, accounts payable, accrued liabilities, warrant liabilities, equity-linked financial instruments and debt. The recorded carrying amount of accounts receivable, accounts payable and accrued liabilities reflect their fair value due to their short-term nature. Other financial liabilities are initially recorded at fair value, and subsequently measured at either fair value or amortized cost using the effective interest method. See Note 3 for the fair value measurements.

Inventory

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. 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.

Property and Equipment

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

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

Long-Lived Assets

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

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

Indefinite-lived Intangible Assets

Acquired in-process research and development (“IPR&D”) are intangible assets acquired in the July 2017 Napo merger. Under ASC 805, IPR&D are initially recognized at fair value and classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. During the development period, these assets will not be amortized as charges to earnings; instead these assets will be tested for impairment on an annual basis or more frequently if impairment indicators are identified. An impairment loss is measured based on the excess of the carrying amount over the asset’s fair value. The Company recorded an impairment of zero and $4.0 million in the years ended December 31, 2020 and 2019, respectively.

Leases

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

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 lease agreement was not renewed during the year ended December 31, 2020.

The Company entered into a sublease agreement with Peacock Construction, Inc., a California corporation, for office space located in 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 to the sublease premises, which the Company expects will serve as its principal administrative headquarters.

The Company elected not to apply the recognition requirements to short-term leases, and instead recognize the lease payments in profit or loss on a straight-line basis over the lease term. As a result, there was no right-of-use asset and lease liability recognized related to the sublease.

Research and Development Expense

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

Revenue Recognition

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

The Company’s policy typically permits returns if the product is damaged, defective, or otherwise cannot be used when received by the customer if the product has expired. Returns are accepted for product that will expire within six months or that have expired up to one year after their expiration dates. Estimates for expected returns of expired products are based primarily on an ongoing analysis of our historical return patterns.

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 recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.

The Company does 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, 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.

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

Performance obligations

For animal products sold by the Company, 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 the Company, the transaction price is the amount of consideration to which the Company expects to collect in exchange for transferring promised goods or services. 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 the Company, the entire transaction price is allocated to the single performance obligation contained in each contract.

Revenue recognition

For contracts with Cardinal Health, for the Company, a single performance obligation is satisfied at a point in time, upon the 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 $9.3 million and $5.7 million for the years ended December 31, 2020 and 2019, respectively.

Animal

The Company recognized Neonorm revenues of $76,000 and $102,000 for the years ended
December 31, 2020 and 2019, respectively. Revenues are recognized upon shipment, which is when title and control is transferred to the buyer. Sales of Neonorm Calf and Foal to distributors are made under agreements that may provide distributor price adjustments and rights of return under certain circumstances.

Contracts – Atlas Sciences, LLC

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 $1.5 million.

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”).

Included in the arrangement with Atlas, the Company was 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 would incur a trial delay fee if the Company failed 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 had the right to terminate the License in the event that the Company (i) failed to complete the Phase 2 study within five years of
April 15, 2020 or (ii) had not timely initiated the Phase 2 study and thereafter failed to make three or more consecutive trial delay payments.

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.

Transaction price

For the contract with Atlas, the upfront payment of $1.5 million 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 $2.5 million 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 $1.5 million is deferred and the transaction price is zero.

Allocate transaction price

For the contract with Atlas, the transaction price of $1.5 million is allocated as follows: (i) $1.0 million 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) $529,000 was allocated to the Patent sale using the Residual method.

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.

In September 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 consolidated statements of operations. The payment was deemed not in exchange for a distinct good or service.

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.

In October 2020, the Company entered into a fee settlement agreement with Atlas pursuant to which the Company agreed to issue 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 the trial delay fee of $2.5 million that the Company incurred pursuant to its license agreement with Atlas dated April 15, 2020. The pre-funded warrants were exercisable immediately and could be exercised at any time until all of the pre-funded warrants were exercised in full. The nominal exercise price of each pre-funded warrant was $0.0001. The settlement resulted in a loss of $1.0 million. As of December 31, 2020, the shares of common stock have all been issued and the pre-funded warrants have all been exercised.

Collaboration Revenue

Revenue recognition for collaboration agreements requires significant judgment. The Company’s assessments and estimates are based on contractual terms, historical experience and general industry practice. Revisions in these values or estimations have the effect of increasing or decreasing collaboration revenue in the period of revision.

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, the Company may receive payments from Knight in an aggregate amount of up to approximately $18 million payable throughout the initial 15-year term of the agreement. The Company did not have any license revenues for the years ended
December 31, 2020 and 2019.

Modifications to Liability-classified Instruments

For the years ended December 31, 2020 and 2019, the Company modified certain debt instruments and Series D Perpetual Preferred Stock which is a liability-classified preferred stock (see Note 7). In accounting for debt modifications and exchange transactions, it is the Company’s policy to first determine whether it qualifies as a Troubled Debt Restructuring pursuant to the guidance provided in ASC 470-60. A debt modification or exchange transaction that is not within the scope of the ASC 470-60 is accounted for under ASC 470-50 to determine if the transation is a mere modification or an extinguishment.

Modifications to Equity-classified Instruments

For the years ended December 31, 2020 and 2019, 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.

For the years ended December 31, 2020 and 2019, the Company modified the terms of its Series B Convertible Preferred Stock and Series 1, 2 and Bridge Note Warrants in one transaction (see Note 8) and Series C Perpetual Preferred Stock (see Note 9). For amendments to preferred stock, it is the Company’s policy to measure the impact by analogy to ASC 470-50 in determining if such an amendment is an extinguishment or a modification. If the amendment results in an extinguishment, the Company follows the SEC staff guidance in ASC 260-10-S99-2 and ASC 470-20.

Stock-Based Compensation

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

The Company measures stock awards granted to employees, non-employees and directors at fair value on the date of grant and recognizes the corresponding compensation expense of the awards, net of estimated forfeitures, over the requisite service periods, which correspond to the vesting periods of the awards. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. 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 consolidated financial statements.

Basic and Diluted Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the year by the weighted-average number of common shares outstanding during the year. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the year by the weighted-average number of common shares, including potential dilutive shares of common stock assuming the dilutive effect of potential dilutive securities. For years in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, because their impact would be anti-dilutive to the calculation of net loss per common share. Diluted net loss per common share is the same as basic net loss per common share for the years ended December 31, 2020 and 2019.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The main objective of the standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this standard replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The update is effective for the Company beginning January 1, 2023 with early adoption permitted. The Company is still evaluating the impact of the adoption of this standard.

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 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 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 was effective for the Company beginning January 1, 2021 with early adoption permitted. The adoption of this standard will not have a material effect on the Company’s consolidated financial statements and related disclosures.

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 standard 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.

Reclassification of Prior Year Presentation

Certain prior year amounts in the Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity have been reclassified to be consistent with the current year presentation.

Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

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

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

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

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

The following tables set forth the fair value of the Company’s consolidated financial instrument that was measured at fair value on a recurring basis as of December 31, 2020 and 2019:


	December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	179	$	179
Total fair value	$	—	$	—	$	179	$	179


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

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


	Year Ended
	December 31, 2020
(in thousands)	Warrant Liability
Beginning fair value of Level 3 liability	$	3
Additions		3,696
Exercises		(6,056)
Change in fair value		2,536
Ending fair value of Level 3 liability	$	179

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 December 31, 2020, were valued at zero, $4,000 and $175,000 respectively, in the Company’s consolidated balance sheet. The warrants associated with the Level 3 warrant liability activity for the year ended December 31, 2019 were the November 2016 Series A Warrants, the October 2018 Underwriter Warrants, the March 2019 LOC Warrants and the Bridge Warrants, which at December 31, 2019 were valued at zero, $3,000, zero and zero, respectively in the Company’s consolidated balance sheet.

The November 2016 Series A Warrants

The Series A warrant valuation of zero at December 31, 2020 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.82, a strike price of $787.50 per share, an expected term of 1.41 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 change in the fair value of the warrants is zero for the year ended December 31, 2020.

The October 2018 Underwriter Warrants

The October 2018 Underwriter Warrants valuation of $4,000 at December 31, 2020 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.82, a strike price of $52.50 per share, an expected term of 2.76 years, volatility of 156% and a risk-free discount rate of 0.17%. 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% and a risk-free discount rate of 1.69%. The net increase in the fair value of the warrants of $1,000 for the year ended December 31, 2020, was recorded as a loss in the change in fair value of financial instruments in the consolidated statement of operations.

The May 2020 Series 3 Warrants

The May 2020 Series 3 Warrants valuation of $175,000 at December 31, 2020 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.82, a strike price of $0.00 per share, an expected term of 4.89 years, volatility of 142% and a risk-free discount rate of 0.36%. The May 2020 Series 3 Warrants valuation of $3.7 million 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 142% and a risk-free discount rate of 0.34%. As of December 31, 2020, certain holders of the Series 3 Warrants agreed to exercise 8,456,352 shares for a 1-for-1 exchange of common shares in an Alternate Cashless Exercise. The net increase in the fair value of the warrants of $2.5 million for the year ended December 31, 2020 was recorded as a loss in the change in fair value of financial instruments in the consolidated statement 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

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions
Related Party Transactions	4. Related Party Transactions Management Services Agreement In March 2018, concurrent with the issuance of the Company’s Series A Convertible 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 was to 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 paid Sagard Capital an annual fee of $450,000, with total fees over the term of the agreement not to exceed $1.4 million. 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. (“Iliad”), a Utah limited partnership affiliated with 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 $1.1 million in accrued consulting and management fees. For the years ended December 31, 2020 and 2019, total fees incurred were $338,000 and $439,000, respectively. As of December 31, 2020 and 2019, the Company had a balance of zero and $788,000 due to Sagard Capital, respectively. Consent and Waiver Fee In May 2019, the Company paid Sagard Capital a consent and waiver fee of $250,000 to receive permission grant security interest in substantially all of the Company’s assets for the Company’s obligations under the restructured Napo December 2016 and Napo July 2017 Notes (see Note 7). Letter of Credit In August 2018, to satisfy a letter of credit requirement in the Company’s office lease agreement (see Note 5), Pacific Capital Management, LLC, one of the Company’s existing shareholders, caused its financial institution to issue a letter of credit in the amount of $475,000 on behalf of the Company. In consideration of the letter of credit, in August 2018, the Company issued to Pacific Capital Management, LLC a warrant to purchase 9,580 shares of the Company’s 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 would pay Dr. Conte an amount equal to $10,000 per month and reimburse up to $7,500 for reasonable out-of-pocket expenses incurred. For the year ended December 31, 2020, total fees incurred were $65,000. 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. 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. As of December 31, 2020, the Company had zero balance due to Dr. Conte. 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; (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	12 Months Ended
Commitments and Contingencies	Dec. 31, 2020
Commitments and Contingencies
Commitments and Contingencies	5. 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. 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 $633,000 and $745,000 for the years ended December 31, 2020 and 2019, respectively. Rent expense is included in general and administrative expenses in the consolidated statements of operations. Purchase Commitment On September 3, 2020, the Company entered into a manufacturing and supply agreement (the “Agreement”) with Glenmark Life Sciences Limited (“Glenmark”), pursuant to which Glenmark will continue to serve as the Company’s manufacturer of crofelemer for use in Mytesi, the Company’s human prescription drug product approved by the U.S. Food and Drug Administration, and for other crofelemer-based products manufactured by the Company 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 the Company. 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. Master Services Agreement (“MSA”) On June 24, 2019, the Company entered into an MSA for clinical research organization services (the “2019 MSA”) and a service order under such 2019 MSA with Integrium, LLC (“Integrium”). The service order supports the Company’s study to evaluate the effect of Mytesi on gastrointestinal microbiome in people living with HIV. The 2019 MSA will terminate upon the satisfactory performance of all services to be provided thereunder unless earlier terminated by the parties. On October 5, 2020, the Company entered into another MSA for clinical research organization services (the “2020 MSA”) and a service order under such 2020 MSA with Integrium. The service order covers the Company’s planned upcoming pivotal Phase 3 clinical trial for cancer-therapy related diarrhea. As consideration for its services, the Company will pay Integrium a total amount of up to approximately $12.4 million that will be paid over the term of the engagement and based on the achievement of certain milestones. The 2020 MSA will terminate upon the satisfactory performance of all services to be provided thereunder unless earlier terminated by the parties. 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 December 31, 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 Update On September 25, 2017, Napo entered into the Termination, Asset Transfer and Transition Agreement dated September 22, 2017 with Glenmark. As a result of the agreement, Napo now controls commercial rights for Mytesi for all indications, territories and patient populations globally, and also holds commercial rights to the existing regulatory approvals for crofelemer in Brazil, Ecuador, Zimbabwe and Botswana. In exchange, Napo agrees to pay Glenmark 25% of any payment it receives from a third party to whom Napo grants a license or sublicense or with whom Napo partners in respect of, or sells or otherwise transfers any of the transferred assets, subject to certain exclusions, until Glenmark has received a total of $7.0 million. No payments have been made to date. Revenue Sharing Commitment Update On December 14, 2017, the Company announced its entry into a collaboration agreement with Seed Mena Businessmen Services LLC (“SEED”) for Equilevia™, the Company's non-prescription, personalized, premium product for total gut health in equine athletes. According to the terms of the Agreement, the Company will pay SEED 15% of total revenue generated from any clients or partners introduced to the Company by SEED in the form of fees, commissions, payments or revenue received by the Company or its business associates or partners, and the agreed-upon revenue percentage increases to 20% after the first million dollars of revenue. In return, SEED will provide the Company access to its existing United Arab Emirates (“UAE”) network and contacts and assist the Company with any legal or financial requirements. The agreement became effective on December 13, 2017 and will continue indefinitely until terminated by either party pursuant to the terms of the Agreement. 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. (Jaguar Health, Inc. was formerly known as Jaguar Animal Health, Inc.), 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. By order dated September 20, 2018, the court dismissed the lawsuit for failure to state a claim. 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 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 completion of document discovery, the parties engaged in a mediation that resulted in an agreement in principle to settle the litigation on a class-wide basis for $2.6 million, subject to court approval. Plaintiff filed a motion for preliminary approval of the proposed settlement on December 30, 2020. The court preliminarily approved the proposed settlement, and authorized Plaintiff to provide settlement class members with notice of the proposed settlement, in an order dated February 2, 2021. The final settlement approval hearing is currently scheduled for May 27, 2021. Assuming that the court gives final approval to the proposed settlement following the final settlement approval hearing, the entire settlement consideration will be provided by the Company’s director and officer liability insurance carrier. Under the loss recovery model in ASC 450 and in reference to ASC 410, the ultimate net income effect of the recognized loss and the insurance proceeds directly related to the recognized loss is zero. As of December 31, 2020, the Company concluded not to record any loss contingency and insurance recovery. 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 $387,000, of which $202,000 had been paid in 2019, and $185,000 was paid in 2020. The total warrant issuance payment consisted of the Company issuing 1,096 equity-classified warrants to the underwriter in 2018 and, in 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 issuing 100,000 shares of the Company’s common stock to the underwriter with a value of $45,000 in 2020. The Company classified the cash payments, warrant and commons stock issuance payments as issuance costs in the consolidated statements of stockholders’ equity. Severance Agreements In June 2020, the Company entered into certain agreements relating to the payment of severance and other benefits to executive officers of the Company, the severance agreements provide for compensation and benefits if the executive officer is subject to (a) a termination of employment by the Company without cause or (b) a good reason termination, within three months following a change in control. Contingencies From time to time, the Company may be involved in legal proceedings (other than those noted above) arising in the ordinary course of business. The Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on the financial position, results of operations or cash flows.

Balance Sheet Components

12 Months Ended

Dec. 31, 2020

Balance Sheet Components

Balance Sheet Components

6. Balance Sheet Components

Inventory

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


	December 31,
(in thousands)	2020		2019
Raw Material	$	1,321	$	457
Work in Process		1,026		1,211
Finished Goods		435		461
Inventory	$	2,782	$	2,129

Property and Equipment, net

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


	December 31,
(in thousands)	2020		2019
Land	$	396	$	396
Lab equipment		418		411
Clinical equipment		65		65
Software		63		63
Total property and equipment at cost		942		935
Accumulated depreciation		(265)		(225)
Property and equipment, net	$	677	$	710

Depreciation and amortization expense was $40,000 and $50,000 for the years ended December 31, 2020 and 2019, respectively.

Intangible assets, net

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


	December 31,
(in thousands)	2020		2019
Developed technology	$	25,000	$	25,000
Accumulated developed technology amortization		(5,694)		(4,028)
Developed technology, net		19,306		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		(69)		(48)
Trademarks, net		231		252
Total intangible assets, net	$	24,337	$	26,024

In June 2019, the Company determined that in-process research and development was impaired and recorded an impairment loss of $4.0 million in the consolidated statement of operations for the year ended December 31, 2019. Amortization expense of finite-lived intangibles was $1.7 million for the years ended December 31, 2020 and 2019.

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2020:


(in thousands)	Amounts
2021	$	1,687
2022		1,687
2023		1,687
2024		1,687
2025		1,687
Thereafter		11,102
	$	19,537

Accrued Liabilities

Accrued liabilities at December 31, 2020 and 2019 consisted of the following:


	December 31,
(in thousands)	2020		2019
Accrued vacation	$	277	$	273
Accrued payroll and commission		43		111
Accrued payroll tax		57		52
Accrued interest		696		357
Accrued consulting		31		257
Accrued distributor services fees		1,314		227
Accrued legal costs		291		292
Accrued audit and tax services		70		189
Accrued chargebacks and discounts		736		337
Accrued other		978		827
Total	$	4,493	$	2,922

Debt

12 Months Ended

Dec. 31, 2020

Debt

Debt

7. Debt

Convertible Debt

June 2017 Convertible Debt

On June 29, 2017, the Company issued a secured convertible promissory note to CVP, in the aggregate principal amount of $2.2 million less an original issue discount of $425,000 and less $30,000 to cover the lender's legal fees for net cash proceeds of $1.7 million (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.

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 TDR. 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. The restructurings in whole represented four separate restructurings of the June 2017 Note agreement, resulting in two TDRs accounted for under ASC 470-60 and two modifications accounted for under ASC 470-50.

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

December 2016 Convertible Debt

In December 2016, Napo entered into a note purchase agreement which provided for the sale of up to $12.5 million face amount of notes and issued convertible promissory notes (the “Napo December 2016 Notes”) in the aggregate face amount of $2.5 million to three lenders and received proceeds of $2.0 million 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 $7.5 million to four lenders and received proceeds of $6.0 million which resulted in $1.5 million 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 $2.6 million. 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 $11.2 million as part of the Napo Merger. The $1.0 million 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”). At December 31, 2019, the balances of the Napo December 2016 and Napo July 2017 Notes were 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 and (b) the security interest granted under the Jaguar Security Agreement will be automatically terminated and released upon Jaguar’s receipt of a waiver from such third party.

Notes Payable

Notes Payable at December 31, 2020 and December 31, 2019 consisted of the following:



	December 31,
(in thousands)	2020		2019
Exchange Note 1	$	—	$	4,381
Exchange Note 2		1,525		2,297
Insurance Premium Financing		95		—
Tempesta Note Payable		450		550
Royalty Interest		30,000		—
Oasis Secured Borrowing		1,822		—
		33,892		7,228
Less: unamortized discount and debt issuance costs		(17,682)		—
Note payable, net of discount	$	16,210	$	7,228
Notes payable - non-current, net	$	12,421	$	450
Notes payable - current, net	$	3,789	$	6,778

Future maturities of the notes payable as of December 31, 2020 are as follows:


(in thousands)	Total
Years ended December 31,
2021	$	4,010
2022		5,211
2023		13,795
2024		10,826
2025		50
		33,892
Less: debt discount		(17,682)
Total	$	16,210

Future maturities are based on contractual minimum payments. Timing of maturities may fluctuate based on future revenue.

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 $1.6 million for an aggregate purchase price of $1.1 million. 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 September 8, 2018.

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 TDR.

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the December 2017 Note agreement such that CVP agreed not to make any redemptions of the December 2017 Note until March 2019. The modifications in whole represented four separate restructurings of the December 2017 Note agreement, resulting in two TDR accounted for under ASC 470-60 and two modifications accounted for under ASC 470-50.

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 December 2017 Note and therefore, the exchange resulted in extinguishment accounting and a corresponding extinguishment loss of $243,000.

For the year ended December 31, 2019, the Company recorded a loss on extinguishment of $363,061 for the December 2017 Note.

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 (the “February 2018 Note”) in the aggregate principal amount of $2.2 million for an aggregate purchase price of $1.6 million. The February 2018 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 February 2018 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 February 2018 Note until March 2019. The 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 TDR accounted for under ASC 470-60 and a debt modification accounted for under ASC 470-50.

In March 2019, the Company and CVP amended the February 2018 Note agreement such that the Company prepaid principal and accrued interest of $2.0 million 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 February 2018 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 (the “March 2018 Note”) in the aggregate principal amount of $1.1 million for an aggregate purchase price of $750,000. The March 2018 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 March 2018 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 March 2018 Note until March 2019. The 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 TDR accounted for under ASC 470-60, and a debt modification accounted for under ASC 470-50.

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 $1.1 million 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 $1.2 million. For the modification, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the March 2018 Note. At December 31, 2019, the March 2018 Note had been fully extinguished.

2019 Bridge Notes

Between March 18, 2019 and June 26, 2019, the Company entered into Promissory Note Purchase Agreements with certain accredited investors under which the Company issued (i) fourteen promissory notes with a principal balance of $3.6 million and warrant coverage at 125% of principal, and (ii) seven promissory notes with a principal balance of $1.5 million and warrant coverage at 75% of principal. Collectively, cash proceeds from the twenty-one promissory notes (collectively, the “2019 Bridge Notes”) was $5.0 million. The 2019 Bridge Notes were not convertible and bore interest at 12% with a maturity date of July 18, 2019, at which date all principal and accrued interest were due. The exercise price of the warrants was either (i) the price the Company issued common shares in its next public offering subject to a registration statement or (ii) if no such offering was consummated by the four-month maturity date of the 2019 Bridge Notes, then the exercise price would be equal to the closing price of the Company’s common stock on the 2019 Bridge Notes’ four-month maturity date. The warrants were valued using the Black-Scholes-Merton option pricing model as follows: range of stock prices between $4.84 and $32.90, a range of strike prices between $4.84 and $32.90 per share, an expected term of 5.0 years, a range of volatilities between 145.60% and 145.72%, and a range of risk-free discount rates between 1.76% and 2.23%. The warrants for all twenty-one Bridge Notes had an issuance date fair value of $5.0 million which was recorded as a discount to the 2019 Bridge Notes and amortized to interest expense.

Between May and early July 2019, the Company and the 2019 Bridge Note investors extended the maturity date of the 2019 Bridge Notes from July 18, 2019 to July 31, 2019, or an addition of thirteen days; this amendment to the terms of the Promissory Note Purchase Agreements was accounted for as modification resulting to a new effective interest rate.

On July 23, 2019, the Company paid-off all twenty-one 2019 Bridge Notes prior to maturity. The Company paid cash of $5.2 million, or $5.0 million of principal and $143,000 of accrued interest. The extinguishment of the 2019 Bridge Notes resulted in an extinguishment loss of $336,000.

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 Exchange Note 1. At the exchange date, the principal balance of the two Napo convertible notes was $10.1 million, or $10.5 million inclusive of accrued but unpaid interest of $411,000. The beginning principal balance of Exchange Note 1 was $10.5 million, or equal to the principal balance of the two Napo convertible notes and accrued interest thereon. The maturity date of 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 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 Exchange Note 2 with a principal balance of $2.3 million. The maturity date of Exchange Note 2 is December 31, 2020, with an interest rate of 10%. The exchange of the two outstanding Napo convertible notes for Exchange Note 1 and Exchange Note 2 resulted in a loss on extinguishment of $2.0 million.

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 $6.2 million 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. For the year ended December 31, 2019, the Company recorded a loss on the extinguishment of $429,000 for Exchange Note 1.

Between September 2020 and November 2020, the Company and CVP entered into a series of note exchange agreements pursuant to which the Company made prepayments of principal and related accrued interest of an aggregate amount of $5.0 million, in lieu of making cash payments to CVP on Exchange Note 1, by issuing a total of 20,221,724 shares of the Company’s common stock to CVP. The series of exchanges was accounted for as an extinguishment which resulted in a loss of $560,000. As of December 31, 2020 and 2019, the carrying value of Exchange Note 1 is $0 and $4.4 million, respectively.

In September 2020, the Company and CVP also entered into a global amendment agreement, pursuant to which the maturity date of 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 was increased by 5% of the outstanding balance of Exchange Note 2, which was $2.6 million as of the global amendment date. The global amendment requires redemption of Series D Perpetual Preferred Stock prior to payment of principal of Exchange Note 2. 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.

Pursuant to the global amendment agreement, the Company issued 842,500 shares of Series D Perpetual Preferred Stock. The Series D Perpetual Preferred shares are redeemable upon the option or discretion of the Company. The Series D Perpetual Preferred stockholders 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 payment-in-kind (“PIK”) dividend shares. The Series D Perpetual Preferred shares were classified as liability and were 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. The Company determined the fair value of $6.4 million at contract inception date 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. In consideration of the global amendment agreement, 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 Preferred 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 or before December 31, 2024, the date in which contractual cash outflows of the Exchange Note 2 require the entire settlement or redemption of the Series D Perpetual Preferred shares. In December 2020, the Company entered into a series of exchange agreements with a stockholder pursuant to which the Company agreed to issue a total of 15,889,871 shares of common stock in exchange for redeeming 859,348 shares of Series D Perpetual Preferred Stock. The series of exchanges was accounted for as an extinguishment which resulted to a loss amounting to $1.3 million. This is included in loss on extinguishment of debt and conversion of Series D Perpetual Preferred Stock on the statement of operations as of December 31, 2020. As of December 31, 2020, there were no Series D Perpetual Preferred shares outstanding.

In December 2020, the Company and CVP entered into a note exchange agreement to which the Company made a prepayment of principal amounting to $1.0 million, in lieu of making cash payments to CVP on Exchange Note 2, by issuing 1,250,000 shares of the Company’s common stock to CVP on December 31, 2020. The exchange agreement was accounted for as a modification.

As of December 31, 2020 and 2019, the carrying value of Exchange Note 2, net of discount, was $1.4 million and $2.3 million, respectively.

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 9 months with an annual interest rate of 4.15%. The financing balance was $95,000 as of December 31, 2020.

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 semiannual payments equal to $50,000 plus accrued interest beginning on March 1, 2020 until the Note is paid in full. At December 31, 2020 and 2019, the net carrying value of the Tempesta note was $450,000 and $550,000 respectively.

Sale of Future Royalty Interest

March 2020 Purchase Agreement

In March 2020, the Company entered into a royalty interest purchase agreement (the “March 2020 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 Iliad 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) $44,000 and (b) the actual Royalty Payment amount Iliad is entitled to for such month.

The Royalty Interest amount of $500,000 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 March 2020 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 TDR, 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. Subsequent to March 2020, the Company had paid $283,000 of the $500,000 Royalty Interest Amount.

In November 2020, the Company and Iliad entered into an exchange agreement pursuant to which the Company issued 1,314,974 shares of common stock in exchange for the outstanding balance of the debt as of November 16, 2020. The exchange agreement was accounted for as a TDR.

As of December 31, 2020, the carrying amount of the debt is zero.

October 2020 Purchase Agreement

On October 8, 2020, the Company entered into another royalty interest purchase agreement (the “October 2020 Purchase Agreement”) with Iliad, pursuant to which the Company sold to Iliad a royalty interest entitling Iliad to receive $12.0 million 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 $6.0 million.

Until such time as the Royalty Repayment Amount has been paid in full, the Company will pay Iliad 10% of the Company’s net sales on included products 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 (the “Royalty Payments”). Beginning on the six-month anniversary of the delivery of the October 2020 Purchase Agreement to the Company (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) $250,000, and (b) the actual Royalty Payment amount Iliad is entitled to for such month. Beginning on the 12-month anniversary of the Purchase Price Date and continuing until 18-month anniversary of the Purchase Price Date, the monthly Royalty Payment shall be the greater of (a) $400,000 and (b) the actual Royalty Payment amount Iliad is entitled to for such month. Beginning on the 18-month anniversary of the Purchase Price Date and continuing until 24-month anniversary of the Purchase Price Date, the monthly Royalty Payment shall be the greater of (a) $600,000 and (b) the actual Royalty Payment amount Iliad is entitled to for such month. Beginning on the 24-month anniversary of the Purchase Price Date and continuing until the Royalty Repayment Amount has been paid in full, the monthly Royalty Payment shall be the greater of (a) $750,000, and (b) the actual Royalty Payment amount Iliad is entitled to for such month.

The Royalty Interest amount of $12.0 million is classified as debt, net of a $6.0 million 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 34.51%.

Pursuant to the October 2020 Purchase Agreement, if the weekly volume weighted average price (“VWAP”) of the Company’s common stock is not equal or greater than the minimum VWAP of $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 be automatically be increased by $6.0 million at the end of such six-month period. During the observation period starting November 1, 2020, the Company’s weekly VWAP failed to reach the minimum VWAP of $0.3035 and on November 13, 2020, the Company concluded that the contingent clause has been met, warranting an additional $6.0 million Royalty Repayment Amount, to be added to the outstanding balance commencing on May 10, 2021 for the purpose of cash interest calculation. The change in the Royalty Repayment Amount was accounted for as a debt modification and resulted in a new discount rate of 45.42%. As of December 31, 2020, royalty payments did not start yet, hence the discount rate remained at 45.42%.

As of December 31, 2020, the carrying value of the debt is $6.3 million.

December 2020 Purchase Agreement

On December 22, 2020, the Company entered into a royalty interest purchase agreement (the “December 2020 Purchase Agreement”) with Irving Park Capital, LLC (“Irving”), pursuant to which the Company sold to Irving a royalty interest entitling Irving to receive $12.0 million 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 $6.0 million.

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

The Royalty Interest amount of $12.0 million is classified as debt, net of a $6.0 million discount. Under ASC 470-10-35-3, royalty payments to Irving 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 23.70%. As of December 31, 2020, royalty payments did not start yet, hence the discount rate remained at 23.70%.

As of December 31, 2020, the carrying value of the debt is $6.0 million.

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 $1.0 million from Oasis less a $25,000 transaction fee (the “Tranche #1 Secured Note”). Oasis purchased accounts receivable with a carrying value of $1.7 million, or gross accounts receivable of $2.8 million net of chargebacks and discounts of $1.1 million. 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 $1.2 million 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 $1.0 million, or $1.2 million 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 $1.2 million 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 $1.2 million from Oasis (the “Tranche #2 Secured Note”). Oasis purchased accounts receivable with a carrying value of $1.7 million, or gross accounts receivable of $2.8 million net of chargebacks and discounts of $1.1 million. The purchase was effectuated pursuant to an amended Assignment Agreement, effective June 26, 2020, between the Company and Oasis. The Maturity Date, by which date Oasis must collect the $1.4 million 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 $1.2 million, or $1.4 million 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 $1.4 million 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 $1.3 million from Oasis (the “Tranche #3 Secured Note”). Oasis purchased accounts receivable with a carrying value of $1.9 million, or gross accounts receivable of $3.1 million net of chargebacks and discounts of $1.2 million. The purchase was effectuated pursuant to an amended Assignment Agreement, effective August 13, 2020, between the Company and Oasis. The Maturity Date, by which date Oasis must collect the $1.5 million Threshold Price, was October 13, 2020.

The Company recorded the sale to Oasis as a short-term secured borrowing with a principal amount of $1.3 million, or $1.5 million 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.

In October 2020, the Company made its final required payment to Oasis under the Tranche #3 Secured Note, with total payments equaling the $1.5 million Threshold amount plus the transaction fee, and the Tranche #3 Secured Note was extinguished.

September 2020 Oasis Secured Note - Tranche #4

In September 2020, for its fourth 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 $1.4 million, or gross accounts receivable of $2.3 million net of chargebacks and discounts of $920,000. The purchase was effectuated pursuant to an amended Assignment Agreement, effective September 9, 2020, between the Company and Oasis. The Maturity Date, by which date Oasis must collect the $1.1 million Threshold Price, was November 12, 2020.

The Company recorded the sale to Oasis as a short-term secured borrowing with a principal amount of $985,000, or $1.1 million 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.

In November 2020, the Company made its final required payment to Oasis under the Tranche #4 Secured Note, with total payments equaling the $1.1 million Threshold amount plus the transaction fee, and the Tranche #4 Secured Note was extinguished.

October 2020 Oasis Secured Note – Tranche #5

In October 2020, for its fifth sale under the terms of the Purchase Agreement, the Company received cash proceeds of $895,000 from Oasis (the “Tranche #5 Secured Note”). Oasis purchased accounts receivable with a carrying value of $1.2 million, or gross accounts receivable of $2.1 million net of chargebacks and discounts of $955,000. The purchase was effectuated pursuant to an amended Assignment Agreement, effective October 9, 2020, between the Company and Oasis. The Maturity Date, by which date Oasis must collect the $1.0 million Threshold Price, was December 16, 2020.

The Company recorded the sale to Oasis as a short-term secured borrowing with a principal amount of $895,000, or $1.0 million net of a $120,000 discount. Though there was no stated interest rate, the effective interest rate at issuance was 90.2%. The Tranche #5 Secured Note had a maturity date of December 16, 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 #5 Secured Note, the effective interest rate is variable, dependent on the amount of any principal payment and payment dates.

In December 2020, the Company made its final required payment to Oasis under the Tranche #5 Secured Note, with total payments equaling the $1.0 million Threshold amount plus the transaction fee, and the Tranche #5 Secured Note was extinguished.

December 2020 Oasis Secured Note – Tranche #6

In December 2020, for its sixth sale under the terms of the Purchase Agreement, the Company received cash proceeds of $1.6 million from Oasis (the “Tranche #6 Secured Note”). Oasis purchased accounts receivable with a carrying value of $2.2 million, or gross accounts receivable of $3.8 million net of chargebacks and discounts of $1.6 million. The purchase was effectuated pursuant to an amended Assignment Agreement, effective December 3, 2020, between the Company and Oasis. The Maturity Date, by which date Oasis must collect the $1.8 million Threshold Price, was February 10, 2021.

The Company recorded the sale to Oasis as a short-term secured borrowing with a principal amount of $1.6 million, or $1.8 million net of a $213,000 discount. Though there was no stated interest rate, the effective interest rate at issuance was 128.4%. The Tranche #6 Secured Note had a maturity date of February 10, 2021, 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 #6 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 $1.8 million as of December 31, 2020.

Warrants

12 Months Ended

Dec. 31, 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 years ended December 31, 2020 and 2019:


	December 31,
	2020	2019
Warrants outstanding, beginning balance	19,421,892	34,682
Issuances	22,048,278	20,637,761
Exercises	(34,264,393)	(1,250,000)
Expirations and cancelations	(323)	(551)
Warrants outstanding, ending balance	7,205,454	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 $3.7 million using the Black-Scholes-Merton 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 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.

In 2020, certain holders of the Series 3 Warrants agreed to exercise a total of 8,456,352 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 $6.1 million.

October 2018 Underwriter Warrants

In October 2018, in consideration of services provided leading up to the Company’s October 2018 public offering, the Company issued warrants to various service providers to purchase an aggregate of 17,142 shares of common stock at an exercise price of $52.50 per common share. The warrants were classified as liabilities pursuant to ASC 815-40 as there was potential cash settlement.

The April 2020 Underwriter Warrants

In April 2020, in consideration of the settlement of a dispute regarding underwriting fees (see Note 5), 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-Merton 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 consolidated statements of 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-Merton option pricing model as follows: exercise price of $17.50 per share, stock price of $18.90 per share, expected life of 5 years, volatility of 146%, and a risk-free rate of 2.21%. The warrants were equity classified in the consolidated statements of stockholders’ equity.

March 2019 LOC Warrant

In March 2019, in consideration of a letter of credit cancellation related to the Company’s office lease, the Company issued a warrant to purchase warrant shares equal to a fixed principal amount divided by a variable exercise price. 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 $5.1 million, 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 $4.3 million, calculated using the Black-Scholes-Merton pricing model using a stock price of $1.73, a strike price of $2.00 per share, an average expected term of 4.80 years, volatility of 145.84% and a risk-free discount rate of 1.76%.

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 consolidated statement of operations for the year ended December 31, 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 Note 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 Note Warrant holders, the increase in fair value represented a deemed dividend to the entire class of Bridge Note Warrant holders. The modification did not result in the reclassification of the equity-classified Bridge Note Warrants from additional paid-in-capital to liability classification.

In May 2020, concurrent with the reduction of the exercise price of the Bridge Note Warrants, the Company entered into a warrant exercise inducement offer with certain holders of the Bridge Note Warrants, pursuant to which such holders agreed to exercise for cash Bridge Note 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.

As of December 31, 2020, a total of 1,903,125 of 2019 Bridge Note Warrants are outstanding.

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 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 $5.0 million 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 consolidated statement of operations for the year ended December 31, 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.

As of December 31, 2020, a total of 1,078,365 Series 1 Warrants were outstanding.

July 2019 Series 2 Warrants

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

In the July 2019 offering, the Company sold (i) 2,886,500 Class A Units, which included Series 2 warrants to purchase 2,886,500 shares of the Company’s common stock and (ii) 10,787 Class B Units, which included Series 2 warrants to purchase 5,393,500 shares (10,787 Class B Units multiplied by 500 warrants per Class B Unit equals 5,393,500) of the Company’s common stock. In total, 8,280,000 Series 2 warrants were issued, with an initial valuation of $5.0 million 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 consolidated statement of operations for the year ended December 31, 2020.

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

On March 23, 2020, the Company entered into a Warrant Exercise and Preferred Stock Amendment Agreement (see Note 9) with Ionic Ventures 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 consolidated statement of operations for the year ended December 31, 2020. The modification did not result in the reclassification of the equity-classified Series 2 Warrants.

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 December 31, 2020, a total of 878,365 Series 2 Warrants were outstanding.

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 1,250,000 shares of common stock, for an aggregate purchase price of $1.5 million (see Note 10). The warrants have an exercise price of $0.78 per share and become exercisable on June 24, 2020 (6 months after their issuance date) and have a five-year term.

The warrants were valued at $686,000 using the Black-Scholes-Merton 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 $1.5 million were allocated to the two securities using the relative fair value method, resulting with the common stock and warrants being allocated $1.0 million and $465,000, respectively. The warrants were classified in stockholders’ equity.

Preferred Stock

12 Months Ended

Dec. 31, 2020

Preferred Stock

Preferred Stock

9. Preferred Stock

At December 31, 2020, preferred stock consisted of the following:


								Liquidation
(in thousands, except share and per share data)	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
B-2		10,165		—	$	—	$	—
C		1,011,000		—		—		8.00
Total		1,021,165		—	$	—

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


								Liquidation
(in thousands, except share and per 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 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 $9.2 million, or $9.0 million net of issuance costs. The preferred stock was 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 was 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 Convertible Preferred shares were 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 Convertible Preferred Stock 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 Convertible Preferred shares then outstanding were 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 Convertible Preferred Stock 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 Convertible Preferred Stock equal to one times the Series A Convertible Preferred Stock original issue price.

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

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 was classified outside of stockholders' equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities.

In 2019, the Company determined that a Redemption Event was probable as of July 1, 2019. The Company accreted the carrying value to the redemption amount of $12.7 million which was accounted for as a deemed dividend. The deemed dividend was a non-cash transaction and is reflected below net loss available to common stockholders on the Company’s consolidated statement of operation for the year ended December 31, 2019.

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.

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.

In September 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 December 31, 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 $10.8 million of which $4.2 million was allocated to the Series B Convertible Preferred Stock, $3.3 million to the Series 1 Warrants and $3.3 million to the Series 2 Warrants. Issuance costs of $1.6 million 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 $4.2 million. 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 $4.2 million for the accretion of the discount on the Series B Convertible Preferred Stock. The deemed dividend was a non-cash transaction and is reflected below net loss to arrive at net loss available to common stockholders on the Company's consolidated statement of operations for the year ended December 31, 2019.

During 2019, certain investors converted 8,816 Series B Convertible Preferred shares into 4,408,000 shares of the Company’s common shares at the stated conversion ratio.

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

In March 2020, the Company entered into a Warrant Exercise and Preferred Stock Amendment Agreement (“Amendment Agreement”) with a Ionic Ventures 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 for modification of preferred stock instruments under ASC 260-10-S99-2 where the difference between the fair value of the consideration transferred and the net carrying amount of the convertible preferred stock is treated as a dividend and must be deducted from net income in arriving at income available to common stockholders. 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 $1.6 million in the consolidated statement of operations for the year ended December 31, 2020.

In September 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 December 31, 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 $12,201, in an amount equal to one Series B-1 Preferred Share for every 19,841 Series 1 Warrant Shares issued by the Company to the Exercising Holder. The purpose of the Company entering into the agreement was to enable the Company to monetize the remaining Series 1 warrants. To the extent that all Series 1 warrants held by the Exercising Holder were exercised at their $1.40 exercise price, the Company would receive aggregate gross proceeds of approximately $1.8 million and, in turn, have issued 63 shares of Series B-1 Preferred Stock to the Exercising Holder.

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

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

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

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

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

On the October 3, 2019 issuance date, the effective conversion price was less than the fair value of the underlying common stock. As a result, the Company determined that there was a Beneficial Conversion Feature of $145,000. 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 $145,000 for the accretion of the discount on the Series B-1 Convertible Preferred Stock. The deemed dividend was a non-cash transaction and is reflected below net loss to arrive at net loss available to common stockholders on the Company's consolidated statement of operations for the fiscal year ended December 31, 2019.

On the October 9, 2019 issuance date, the effective conversion price was less than the fair value of the underlying common stock. As a result, the Company determined that there was a Beneficial Conversion Feature of $385,000. 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 $385,000 for the accretion of the discount on the Series B-1 Convertible Preferred Stock. The deemed dividend was a non-cash transaction and is reflected below net loss to arrive at net loss available to common stockholders on the Company's consolidated statements of operations for the fiscal year ended December 31, 2019.

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

In December 2019, the sole investor in the Series B-1 Convertible 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 Convertible Preferred Stock outstanding.

In September 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.

Series B-2 Convertible Preferred Stock

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

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

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

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

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

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

In October 2020, the Company entered into an exchange agreement with Oasis Capital pursuant to which the Company agreed to issue 500,186 shares of common stock in exchange for 975 shares of the Series B-2 Convertible Preferred Stock. The exchange agreement was accounted for as a modification.

In December 2020, an investor converted the remaining 6,559 Series B-2 Convertible Preferred Stock into a total of 1,246,210 shares of the Company’s common stock. As of December 31, 2020, there were no Series B-2 Convertible Preferred shares outstanding.

Series C Perpetual Preferred Stock

In September 2020, the Company entered into an exchange agreement with Iliad to issue 842,500 shares of the Company's Series C Perpetual Preferred Stock at $0.0001 par value per share, for a non-cash exchange of equity instruments. The exchange agreement was contemporaneously entered with the issuance of Series D Perpetual Preferred shares, in exchange of remaining Series A Convertible Preferred shares totaling 5,524,926 shares, and accreted value of $11.2 million as of the exchange date. An amendment agreement of the Exchange Note 2 was also entered into, with issuance value of $2.3 million and carrying value of $2.6 million 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 Stock were 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 an 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 would 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 were redeemable upon the option or discretion of the Company.

The Series C Perpetual Preferred shares were 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 PIK dividend shares.

The Series C Perpetual Preferred shares were 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 $4.7 million. Subsequently, the carrying amount of Series C Perpetual Preferred shares increased as the PIK dividend shares were recognized.

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 was ultimately in the control of the Company.

In October 2020, the Company entered into an exchange agreement with Iliad pursuant to which the Company agreed to issue a total of 250,000 shares of common stock and pre-funded warrants to purchase 7,057,692 shares of common stock in exchange for 285,000 shares of Series C Perpetual Preferred Stock. The pre-funded warrants were exercisable immediately and could be exercised at any time until all of the pre-funded warrants were exercised in full. The nominal exercise price of each pre-funded warrant was $0.0001. In December 2020, the Company also entered into a series of exchange agreements with Iliad pursuant to which the Company agreed to issue a total of 8,203,880 shares of common stock in exchange for 573,810 shares of Series C Perpetual Preferred Stock. The series of exchanges were viewed as singular transaction, hence combined for purposes of accounting for the subsequent amendments. The series of exchanges was accounted for as an extinguishment which resulted in a $2.5 million deemed dividend, recorded against additional paid-in capital, for the difference between the fair value of the shares of common stock and pre-funded warrants transferred and the carrying amount of the Series C Perpetual Preferred Stock. As of December 31, 2020, Iliad had exercised all pre-funded warrants for $1,000.

As of December 31, 2020, there were no Series C Perpetual Preferred shares outstanding.

Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity

Stockholders' Equity

10. Stockholders’ Equity

As of December 31, 2020 and 2019, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows:



	December 31,
	2020	2019
Options issued and outstanding	4,456,748	3,902,675
Inducement options issued and outstanding	114,892	74
Options available for grant under stock option plans	596,597	479,829
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	7,205,454	19,421,892
Series A convertible preferred stock	—	473,565
Series B convertible preferred stock	—	985,500
Series B-2 convertible preferred stock	—	1,931,350
Total	12,379,304	27,200,498

Common Stock

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

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

The Company is authorized to issue a total number of 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 the consolidated financial statements. The non-voting common stock and the convertible preferred stock were

excluded from the reverse split.

On December 22, 2020, the Company obtained approval through a special shareholders meeting 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. As of December 31, 2020, the reverse stock split has not yet been effectuated.

Transactions with Oasis Capital

January 2019 SPA

On January 7, 2019, the Company entered into a common stock purchase agreement with Oasis Capital, relating to an offering of an aggregate of up to 76,190 shares of common stock via an equity line of credit. Under the terms of the purchase agreement, the Company has the right to "put," or sell, up to 76,190 shares of common stock to Oasis Capital for an amount equal to the product of (i) the number of shares set forth on the applicable put notice (minus the deposit and clearing fees associated with such purchase) and (ii) a fixed price of $52.50 per share or such other price agreed upon between the Company and Oasis Capital. The Company had the option to increase the equity line of credit by an additional 114,286 shares of common stock by notifying Oasis Capital at any time after the effective date of the purchase agreement. In March 2019, the Company exercised this option. As of
December 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, the Company entered into a securities purchase agreement with Oasis Capital pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to Oasis, an aggregate of 19,019 shares of common stock at an offering price of $14.00 for gross proceeds of approximately $266,000.

November 2019 SPA

In November 2019, the Company entered into a securities purchase agreement with Oasis Capital, pursuant to which the Company, in a registered public offering, sold directly to Oasis pre-funded warrants to purchase 2,222,223 shares of the Company’s common stock. The Pre-Funded Warrants were exercisable immediately and could be exercised at any time until all of the pre-funded warrants were exercised in full. The purchase price paid by Oasis was nonrefundable in the event that the pre-funded warrants were never exercised. The purchase price of each pre-funded warrant was $0.81, or the $0.80 price per share in the offering, plus an additional $0.01 exercise price upon subsequent exercise. Gross proceeds to the Company from the offer and sale was $1.8 million, or $1.7 million net of issuance costs. In November 2019, subsequent to the initial sale, Oasis Capital exercised 986,000 of the 2,222,223 pre-funded warrants, with the Company receiving gross proceeds of $10,000. The pre-funded warrants represented prepaid equity forward contracts that were equity classified, as they were not subject to ASC 480-10 and did not meet the definition of a derivative pursuant to ASC 815-10 due to their requiring a substantial upfront payment.

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 $33,000, and were expensed as an issuance cost in the Company’s 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 December 31, 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 $668,000 net of $52,000 of issuance costs.

At The Market Offering (“ATM”)

On October 5, 2020, the Company entered into an ATM Agreement with Ladenburg, pursuant to which the Company may offer and sell, from time to time through Ladenburg, shares of common stock, subject to the terms and conditions of the ATM Agreement. The ATM Agreement will terminate upon the earlier of (i) October 5, 2022 and (ii) termination of the ATM Agreement as permitted therein. As of December 31, 2020, the Company sold 3,814,925 shares of common stock under the ATM Agreement resulting in net proceeds of approximately $1.3 million after commissions and expenses of approximately $40,000.

PoC Capital Registered Direct Offering

On October 6, 2020, the Company entered into a Stock Plan Agreement for payment of contracted research fees (the “SPA”) with PoC Capital, LLC (“PoC”), pursuant to which the Company issued to PoC an aggregate of 1,333,333 shares of the Company’s common stock, par value $0.0001 per share, as consideration for PoC’s assumption of $400,000 in payment obligations of Napo under the service order with Integrium for Napo’s planned upcoming pivotal Phase 3 clinical trial for cancer-therapy related diarrhea, for an effective offering price of $0.30 per share.

October 2019 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 issued 166,667

shares of the Company’s common stock.

December 2019 PIPE Financing

In 2019, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company, in a Private Placement, sold (i) an aggregate of 2,500,000 unregistered shares of the Company’s common stock, and (ii) warrants to purchase 1,250,000 shares of common stock, for an aggregate purchase price of

$1.5 million . As the common stock and warrants were issued in a unit structure, the aggregate proceeds of $1.5 million were allocated to the two securities using the relative fair value method, resulting in the common stock and warrants being allocated $1.0 million and $500,000, respectively.

Stock Based Compensation

12 Months Ended

Dec. 31, 2020

Stock Based Compensation

Stock Based Compensation

11. Stock-Based Compensation

2013 Equity Incentive Plan

In November 2013, the Company's board of directors and sole stockholder adopted the Jaguar Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company's board of directors to grant stock options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of the Company. Following the effective date of the IPO and after effectiveness of any grants under the 2013 Plan that were contingent on the IPO, no additional stock awards will be granted under the 2013 Plan. Outstanding grants continue to be exercisable, however, any unissued shares under the plan and any forfeitures of outstanding options do not rollover to the 2014 Stock Incentive Plan. There were 384 and 395 option shares outstanding at
December 31, 2020 and 2019, respectively.

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 term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must not exceed 5 years. The 2014 Plan provides for automatic share increases on the first day of each fiscal year in the amount of 2% of the outstanding number of shares of the Company's common stock on last day of the preceding calendar year. The 2014 Plan replaced the 2013 Plan except that all outstanding options under the 2013 Plan remain outstanding until exercised, canceled or expired.

As of December 31, 2020, there were 4,456,364 options outstanding and 211,415 options available for grant. As of December 31, 2019, there were 3,902,276 options outstanding and 479,829 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 term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must not exceed 5 years. 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 December 31, 2020, there were 114,818 options outstanding and 385,182 options available for grant.

Stock Options and Restricted Stock Units (“RSUs”)

The following table summarized the incentive plan activity for the year ended December 31, 2020:


				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	(1,034,818)	1,034,818	—		0.43			—
Options exercised	—	(555)	—		0.45			—
Options canceled	365,357	(365,357)	—		3.81			—
Options canceled not rolled back into the 2013 Plan	—	(15)	—		2,661.75			—
Outstanding at December 31, 2020	596,597	4,571,566	5,613	$	4.23	8.71	$	364
Exercisable at December 31, 2020		2,254,832		$	7.12	8.57	$	83
Vested and expected to vest at December 31, 2020		4,285,311		$	4.43	8.70	$	320

*Fair market value of Jaguar stock on December 31, 2020 was $0.815 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.

555 options were exercised for the year ended December 31, 2020. No options were exercised in 2019.

The weighted average grant date fair value of stock options granted was $0.40 and $1.54 per share during the years ended December 31, 2020 and 2019, respectively.

The number of options that vested in the years ended December 31, 2020 and 2019 was 1,449,214 and 944,821, respectively. The grant date weighted average fair value of options that vested in the years ended
December 31, 2020 and 2019 was $2.00 and $3.12, respectively.

Stock-Based Compensation

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


	Year Ended
	December 31,
(in thousands)	2020		2019
Research and development expense	$	749	$	869
Sales and marketing expense		220		161
General and administrative expense		1,855		1,959
Total	$	2,824	$	2,989

As of December 31, 2020, the Company had $2.6 million of unrecognized stock-based compensation expense for options and RSU’s, which is expected to be recognized over a weighted-average period of 1.23 years.

The fair value of options granted during the years ended December 31, 2020 and 2019, respectively, were calculated using the range of assumptions set forth below:


	Year Ended
	December 31,
	2020		2019
Volatility	150.1 - 167.9	%	143.1 - 145.9	%
Expected term (years)	5.0 - 5.0		5.0 - 5.8
Risk-free interest rate	0.3 - 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 December 31, 2020.

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2020

Net Loss Per Share Attributable to Common Stockholders

Net Loss Per Share Attributable to Common Stockholders

12. Net Loss Per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net loss per common share for the years ended December 31, 2020 and 2019:



	Years Ended December 31,
(In thousands, except share and per share data)	2020		2019
Net loss attributable to common shareholders (basic and diluted)		(38,648)	$	(44,726)
Shares used to compute net loss per common share, basic and diluted		38,642,650		4,965,337
Net loss per share attributable to common shareholders, basic and diluted	$	(1.00)	$	(9.01)

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

The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2020 and 2019 because their inclusion would be anti-dilutive:


	December 31,
	2020	2019
Options issued and outstanding	4,456,748	3,902,675
Inducement options issued and outstanding	114,892	74
Restricted stock units issued and outstanding	5,613	5,613
Warrants issued and outstanding	7,205,454	19,421,892
Series A convertible preferred stock	—	473,565
Series B convertible preferred stock	—	985,500
Series B-2 convertible preferred stock	—	1,931,350
Total	11,782,707	26,720,669

As of March 31, 2021 there were 13,884,190 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.

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Taxes

Income Taxes

13. Income Taxes

The Company's loss before provision for income taxes during the years ended December 31, 2020 and 2019, was a domestic loss of $33.8 million and $38.5 million, respectively.

The effective tax rate for 2020 and 2019 was 0%. As a result of the Company's history of net operating losses (“NOL”) and a full valuation allowance against its deferred tax assets, there was minimal current income tax and no deferred income tax provision for the years ended December 31, 2020 and 2019.

The components of the provision for income taxes during the years ended December 31, 2020 and 2019 is as follows:


	December 31,
(In thousands)	2020		2019
Current:
Federal	$	—	$	10
State		—		—
Foreign		—		—
Total current		—		10
Deferred:
Federal		—		—
State		—		—
Foreign		—		—
Total deferred		—		—
Total provision for income taxes	$	—	$	10

The Company’s effective tax during the years ended December 31, 2020 and 2019, differed from the federal statutory rate as follows:


	December 31,
	2020		2019
Statutory rate	(21.0)	%	(21.0)	%
State taxes	—	%	(0.1)	%
Book loss on debt extinguishment	4.2	%	5.4	%
Other	3.4	%	0.5	%
Valuation allowance	13.4	%	15.2	%
Effective tax rate	—	%	—	%

Net deferred tax assets as of December 31, 2020 and 2019 consist of the following:


	December 31,
(In thousands)	2020		2019
Non-current deferred tax assets:
Net operating losses	$	19,863	$	15,966
Tax credits		241		241
Stock compensation		1,711		1,364
Other		156		—
		21,971		17,571
Valuation allowance		(18,437)		(13,884)
Net non-current deferred tax assets		3,534		3,687
Non-current deferred tax liabilities:
Other		—		(21)
Property and equipment		(3,534)		(3,666)
Net non-current deferred tax liability		(3,534)		(3,687)
Net non-current deferred tax asset (liability)	$	—	$	—

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company has established a valuation allowance to offset net deferred tax assets as of
December 31, 2020 and 2019, due to the uncertainty of realizing future tax benefits from its NOL carryforwards and other deferred tax assets.

The valuation allowance increased by $4.6 million during the year ended December 31, 2020.

As of December 31, 2020, the Company had federal and California NOL carryovers of approximately $86.7 million and $23.6 million, respectively. Of the federal NOL, $20.7 million will begin to expire in 2034 and $65.9 million will carryforward indefinitely. The California NOL will begin to expire in 2033.

As of December 31, 2020, the Company had California research credit carryovers of approximately $382,000. The California research credits carry forward indefinitely. The Company had no Federal research credit carryovers.

Utilization of the domestic NOL and tax credit forwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code Section 382, as well as similar state provisions. In general, an "ownership change," as defined by the code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Any limitation may result in expiration of all or a portion of the NOL or tax credit carryforwards before utilization. The Company also reduced its federal and California R&D credit carryforwards by $1.4 million and $697,000, respectively.

Enacted on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“the CARES Act”) authorizes more than $2 trillion to battle COVID-19 and its economic effects, including immediate cash relief for individual citizens, loan programs for small business, support for hospitals and other medical providers, and various types of economic relief for impacted businesses and industries. The CARES Act does not have a material impact on the Company’s financial results for the year ended December 31, 2020.

The Consolidated Appropriations Act, 2021 (the "Act") was enacted in the United States on December 27, 2020. The Act enhances and expands certain provisions of the CARES Act. The Act does not have a material impact on the Company’s financial results for the year ended December 31, 2020.

Uncertain Tax Positions

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

As of December 31, 2020, all unrecognized tax benefits are offset against deferred tax assets which are subject to a full valuation allowance, and if recognized, will not affect the Company's tax rate.

The Company does not anticipate that the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months.

The Company's policy is to include interest and penalties related to unrecognized tax benefits within its provision for income taxes. Due to the Company's net operating loss position, the Company has not recorded an accrual for interest or penalties related to uncertain tax positions for the years ended December 31, 2020 or 2019.

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


	December 31,
(In thousands)	2020		2019
Gross Unrecognized Tax Benefit--Beginning Balance	$	77	$	101
Increases Related to Tax Positions from Prior Years		—		(24)
Increases Related to Tax Positions Taken During the Current Year		—		—
Gross Unrecognized Tax Benefit--Ending Balance	$	77	$	77

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Segment Data

12 Months Ended

Dec. 31, 2020

Segment Data

Segment Data

14. Segment Data

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

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


	Year Ended
(in thousands)	2020		2019
Revenue from external customers
Human Health	$	9,309	$	5,673
Animal Health		76		102
Consolidated Totals	$	9,385	$	5,775

Segment net loss
Human Health	$	(9,779)	$	(19,263)
Animal Health		(24,030)		(19,276)
Consolidated Totals	$	(33,809)	$	(38,539)

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


	December 31,
(in thousands)	2020		2019
Segment assets
Human Health	$	34,201	$	32,432
Animal Health		79,760		68,169
Total	$	113,961	$	100,601

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


	December 31,
(in thousands)	2020		2019
Total assets for reportable segments	$	113,961	$	100,601
Less: Investment in subsidiary		(29,241)		(29,241)
Less: Intercompany loan		(41,877)		(34,950)
Consolidated Totals	$	42,843	$	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
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-Section 50
-Paragraph 31
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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
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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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
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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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
-Topic 280
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Reference 10: 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
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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	12 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events
Subsequent Events	15. Subsequent Events December 2019 PIPE Financing Warrants During January 2021, an aggregate of 1,250,000 shares of common stock were issued upon the exercise of the December 2019 PIPE Financing Warrants for total proceeds of $975,000. Exchange Note 2 3(a)(9) Exchange On January 4, 2021, the Company issued 1,413,606 shares of common stock to CVP in exchange for a $1.8 million reduction in the outstanding balance of the secured promissory note, Exchange Note 2, held by CVP. January 2021 Series 1 and Series Common Stock Purchase Warrants During January 2021, an aggregate of 2,475,044 shares of common stock were issued upon the exercise of Series 1 and Series 2 Warrants for total proceeds of $1.2 million. Series 3 Common Stock Purchase Warrant On January 8, 2021, in accordance with the May 2020 Modification of the 2019 Bridge Note Warrants and Inducement Offer, an investor received 406,250 Series 3 Warrants for the exercise of 406,250 2019 Bridge Note Warrants on the same date (see Note 8). On January 27, 2021, 406,250 Series 3 Warrants were exercised into 406,250 shares of common stock. Securities Purchase Agreement On January 13, 2021, the Company entered into a securities purchase agreement, pursuant to which the Company agreed to issue and sell, in a registered public offering an aggregate of 4,437,870 shares of common stock, par value $0.0001 per share, at an offering price of $3.38 per share for gross proceeds of approximately $15.0 million before deducting $1.4 million placement agent fee and related offering expenses. The offering closed on January 15, 2021. Note Purchase and Security Agreements On January 19, 2021, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”), pursuant to which the Company issued a secured promissory note in the aggregate principal amount of $6.2 million for an aggregate purchase price of $6.0 million. The initial principal balance of the note includes $196,000 representing prepaid interest for the first twelve months and $25,000 to cover Investor’s transaction expenses. The Company will use the proceeds to fund development of the Company’s NP-300 (lechlemer) drug product candidate for the indication of the symptomatic relief of diarrhea from cholera and general corporate purposes, including the Company’s product pipeline activities. The note bears interest at 3.25% per annum and matures on January 20, 2025. Interest will be prepaid each 12 months at the beginning of the period. The Company also entered in a security agreement with Streeterville, pursuant to which Streeterville will receive a first priority security interest in all existing and future lechlemer technology, and the Company will agree, with certain exceptions, not to grant any lien on any of the collateral securing the note and not to grant any license under any of the intellectual property relating to such collateral. The grant of security interest under the security agreement will not be effective until such time the Company receives a required consent from a third party. In the event the Company sells a Tropical Disease Priority Review Voucher (“TDPRV”) Streeterville will be entitled to a maximum of 18% and a minimum of 1% of the gross proceeds received by the Company from the sale of the TDPRV. At any time following the occurrence of a Trial Failure, Streeterville, at its option, elect to increase the outstanding balance by multiplying the outstanding balance as of the date of the Trial Failure by 25% via written notice to the Company without accelerating the outstanding balance, in which event the outstanding balance shall be increased as of the date of the occurrence of the Trial Failure, but the outstanding balance shall not be immediately due and payable unless so declared by Streerville. “Trial Failure” means (a) the Company abandons the clinical trial with Lechlemer for an indication for the symptomatic relief of infectious diarrhea for cholera; (b) the Company fails to start the Phase 1 clinical trial of Lechlemer for the symptomatic relief of infectious diarrhea for cholera by July 1, 2022; or (c) the Company fails to meet all primary endpoints in the pivotal trials of Lechlemer for the symptomatic relief of infectious diarrhea for cholera with statistical significance. Pursuant to the Settlement, Termination, Asset Transfer and Transition Agreement, dated March 4, 2016, and amended May 10, 2016 (the “Settlement Agreement”), between the Company and Salix Pharmaceuticals, Inc. (“Salix”), the Company is required to enter into an intercreditor agreement with Salix for purposes of protecting the relative priority of Salix’s rights to payment and collection of amounts payable to Salix under the Settlement Agreement prior to the Company incurring any secured indebtedness (the “Intercreditor Obligation”). In connection with the Company’s issuance of a secured promissory note to a third party lender in January 2021, the Company requested that Salix waive its rights with respect to the Intercreditor Obligation. ATM Agreement During January and February 2021, the Company issued an aggregate of 2,009,554 shares under the ATM Agreement for total net proceeds of $5.5 million. As of February 18, 2021, all shares under the ATM Agreement have been issued. Royalty Purchase Agreement On March 8, 2021, the Company entered into a Purchase Agreement with Streeterville, pursuant to which the Company sold a royalty interest entitling Streeterville to $10.0 million and any interest, fees, and charges as royalty repayment amount for an aggregate purchase price of $5.0 million. Interest will accrue on the royalty repayment amount at a rate of 5% per annum, compounding quarterly, and will increase to 10% per annum, compounding quarterly on the 12-month anniversary of the closing date. The Company will be obligated to make minimum royalty payments on a monthly basis beginning at the earlier of (a) 36 months following the closing date or (b) 30 days following the satisfaction of all existing royalties to Streeterville, and its affiliates, but not earlier than 18 months following the closing date in an amount equal to the greater of (i) $250,000 beginning on the royalty payment start date and continuing until either the royalty repayment amount has been paid in full or the 6-month anniversary of the royalty payment start date, $400,000 beginning on the 6-month anniversary of the royalty payment start date and continuing until either the royalty repayment amount has been paid in full or the 12-month anniversary of the royalty payment start date, $600,000 beginning on the 12-month anniversary of the royalty payment start date and continuing until either the royalty repayment amount has been paid in full or the 18-month anniversary of the royalty payment start date, $750,000 beginning on the 18-month anniversary of the royalty payment start date and continuing until the royalty repayment amount has been paid in full, and (ii) 10% of the Company’s net sales on included products and 10% of worldwide revenues related to upfront licensing fees and milestone payments from licensees and/or distributors.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Summary of Significant Accounting Policies

Basis of Presentation

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

Principles of Consolidation

Use of Estimates

Cash and Restricted Cash

Property and Equipment

Long-Lived Assets

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

Indefinite-lived Intangible Assets

Leases

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”).

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 the Company, 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, LLC

Performance obligations

Transaction price

Allocate transaction price

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.

Collaboration Revenue

Modifications to Liability-classified Instruments

Modifications to Equity-classified Instruments

Stock-Based Compensation

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

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

Income Taxes

Comprehensive Loss

Basic and Diluted Net Loss Per Common Share

Recent Accounting Pronouncements

Reclassification of Prior Year Presentation

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Measurements

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


	December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	179	$	179
Total fair value	$	—	$	—	$	179	$	179


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

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


	Year Ended
	December 31, 2020
(in thousands)	Warrant Liability
Beginning fair value of Level 3 liability	$	3
Additions		3,696
Exercises		(6,056)
Change in fair value		2,536
Ending fair value of Level 3 liability	$	179

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2020

Balance Sheet Components

Schedule of inventory


	December 31,
(in thousands)	2020		2019
Raw Material	$	1,321	$	457
Work in Process		1,026		1,211
Finished Goods		435		461
Inventory	$	2,782	$	2,129

Schedule of property and equipment


	December 31,
(in thousands)	2020		2019
Land	$	396	$	396
Lab equipment		418		411
Clinical equipment		65		65
Software		63		63
Total property and equipment at cost		942		935
Accumulated depreciation		(265)		(225)
Property and equipment, net	$	677	$	710

Schedule of intangible assets


	December 31,
(in thousands)	2020		2019
Developed technology	$	25,000	$	25,000
Accumulated developed technology amortization		(5,694)		(4,028)
Developed technology, net		19,306		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		(69)		(48)
Trademarks, net		231		252
Total intangible assets, net	$	24,337	$	26,024

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


(in thousands)	Amounts
2021	$	1,687
2022		1,687
2023		1,687
2024		1,687
2025		1,687
Thereafter		11,102
	$	19,537

Schedule of accrued expenses


	December 31,
(in thousands)	2020		2019
Accrued vacation	$	277	$	273
Accrued payroll and commission		43		111
Accrued payroll tax		57		52
Accrued interest		696		357
Accrued consulting		31		257
Accrued distributor services fees		1,314		227
Accrued legal costs		291		292
Accrued audit and tax services		70		189
Accrued chargebacks and discounts		736		337
Accrued other		978		827
Total	$	4,493	$	2,922

Debt (Tables)

12 Months Ended

Dec. 31, 2020

Debt

Schedule of notes payable



	December 31,
(in thousands)	2020		2019
Exchange Note 1	$	—	$	4,381
Exchange Note 2		1,525		2,297
Insurance Premium Financing		95		—
Tempesta Note Payable		450		550
Royalty Interest		30,000		—
Oasis Secured Borrowing		1,822		—
		33,892		7,228
Less: unamortized discount and debt issuance costs		(17,682)		—
Note payable, net of discount	$	16,210	$	7,228
Notes payable - non-current, net	$	12,421	$	450
Notes payable - current, net	$	3,789	$	6,778

Schedule of future maturities of notes payable


(in thousands)	Total
Years ended December 31,
2021	$	4,010
2022		5,211
2023		13,795
2024		10,826
2025		50
		33,892
Less: debt discount		(17,682)
Total	$	16,210

Warrants (Tables)

12 Months Ended

Dec. 31, 2020

Warrants

Summary of warrant activity


	December 31,
	2020	2019
Warrants outstanding, beginning balance	19,421,892	34,682
Issuances	22,048,278	20,637,761
Exercises	(34,264,393)	(1,250,000)
Expirations and cancelations	(323)	(551)
Warrants outstanding, ending balance	7,205,454	19,421,892

Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2020

Preferred Stock

Schedule of convertible preferred stock

At December 31, 2020, preferred stock consisted of the following:


								Liquidation
(in thousands, except share and per share data)	Shares		Issued and		Carrying			Preference
Series	Authorized		Outstanding		Value			per Share
B-2		10,165		—	$	—	$	—
C		1,011,000		—		—		8.00
Total		1,021,165		—	$	—

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


								Liquidation
(in thousands, except share and per 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)

12 Months Ended

Dec. 31, 2020

Stockholders' Equity

Schedule of common reserved shares of common stock for issuance



	December 31,
	2020	2019
Options issued and outstanding	4,456,748	3,902,675
Inducement options issued and outstanding	114,892	74
Options available for grant under stock option plans	596,597	479,829
Restricted stock unit awards issued and outstanding	5,613	5,613
Warrants issued and outstanding	7,205,454	19,421,892
Series A convertible preferred stock	—	473,565
Series B convertible preferred stock	—	985,500
Series B-2 convertible preferred stock	—	1,931,350
Total	12,379,304	27,200,498

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Stock Based Compensation

Summary of incentive plan activity


				Weighted		Weighted Average
	Shares	Stock		Average		Remaining	Aggregate
	Available	Options	RSUs	Stock Option		Contractual Life	Intrinsic
(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	(1,034,818)	1,034,818	—		0.43			—
Options exercised	—	(555)	—		0.45			—
Options canceled	365,357	(365,357)	—		3.81			—
Options canceled not rolled back into the 2013 Plan	—	(15)	—		2,661.75			—
Outstanding at December 31, 2020	596,597	4,571,566	5,613	$	4.23	8.71	$	364
Exercisable at December 31, 2020		2,254,832		$	7.12	8.57	$	83
Vested and expected to vest at December 31, 2020		4,285,311		$	4.43	8.70	$	320

*Fair market value of Jaguar stock on December 31, 2020 was $0.815 per share.

Summary of stock-based compensation expense


	Year Ended
	December 31,
(in thousands)	2020		2019
Research and development expense	$	749	$	869
Sales and marketing expense		220		161
General and administrative expense		1,855		1,959
Total	$	2,824	$	2,989

Employee stock options

Stock Based Compensation

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


	Year Ended
	December 31,
	2020		2019
Volatility	150.1 - 167.9	%	143.1 - 145.9	%
Expected term (years)	5.0 - 5.0		5.0 - 5.8
Risk-free interest rate	0.3 - 0.5	%	1.5 - 1.9	%
Expected dividend yield	—		—

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2020

Net Loss Per Share Attributable to Common Stockholders

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



	Years Ended December 31,
(In thousands, except share and per share data)	2020		2019
Net loss attributable to common shareholders (basic and diluted)		(38,648)	$	(44,726)
Shares used to compute net loss per common share, basic and diluted		38,642,650		4,965,337
Net loss per share attributable to common shareholders, basic and diluted	$	(1.00)	$	(9.01)

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


	December 31,
	2020	2019
Options issued and outstanding	4,456,748	3,902,675
Inducement options issued and outstanding	114,892	74
Restricted stock units issued and outstanding	5,613	5,613
Warrants issued and outstanding	7,205,454	19,421,892
Series A convertible preferred stock	—	473,565
Series B convertible preferred stock	—	985,500
Series B-2 convertible preferred stock	—	1,931,350
Total	11,782,707	26,720,669

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Taxes

Schedule of components of the provision for income taxes


	December 31,
(In thousands)	2020		2019
Current:
Federal	$	—	$	10
State		—		—
Foreign		—		—
Total current		—		10
Deferred:
Federal		—		—
State		—		—
Foreign		—		—
Total deferred		—		—
Total provision for income taxes	$	—	$	10

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


	December 31,
	2020		2019
Statutory rate	(21.0)	%	(21.0)	%
State taxes	—	%	(0.1)	%
Book loss on debt extinguishment	4.2	%	5.4	%
Other	3.4	%	0.5	%
Valuation allowance	13.4	%	15.2	%
Effective tax rate	—	%	—	%

Schedule of net deferred tax assets


	December 31,
(In thousands)	2020		2019
Non-current deferred tax assets:
Net operating losses	$	19,863	$	15,966
Tax credits		241		241
Stock compensation		1,711		1,364
Other		156		—
		21,971		17,571
Valuation allowance		(18,437)		(13,884)
Net non-current deferred tax assets		3,534		3,687
Non-current deferred tax liabilities:
Other		—		(21)
Property and equipment		(3,534)		(3,666)
Net non-current deferred tax liability		(3,534)		(3,687)
Net non-current deferred tax asset (liability)	$	—	$	—

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


	December 31,
(In thousands)	2020		2019
Gross Unrecognized Tax Benefit--Beginning Balance	$	77	$	101
Increases Related to Tax Positions from Prior Years		—		(24)
Increases Related to Tax Positions Taken During the Current Year		—		—
Gross Unrecognized Tax Benefit--Ending Balance	$	77	$	77

Segment Data (Tables)

12 Months Ended

Dec. 31, 2020

Segment Data

Schedule of reportable segments net revenue and net loss


	Year Ended
(in thousands)	2020		2019
Revenue from external customers
Human Health	$	9,309	$	5,673
Animal Health		76		102
Consolidated Totals	$	9,385	$	5,775

Segment net loss
Human Health	$	(9,779)	$	(19,263)
Animal Health		(24,030)		(19,276)
Consolidated Totals	$	(33,809)	$	(38,539)

Schedule of reportable segments assets


	December 31,
(in thousands)	2020		2019
Segment assets
Human Health	$	34,201	$	32,432
Animal Health		79,760		68,169
Total	$	113,961	$	100,601

Schedule of reconciliation of segments assets to the consolidated assets


	December 31,
(in thousands)	2020		2019
Total assets for reportable segments	$	113,961	$	100,601
Less: Investment in subsidiary		(29,241)		(29,241)
Less: Intercompany loan		(41,877)		(34,950)
Consolidated Totals	$	42,843	$	36,410

Organization and Business - (Details)	12 Months Ended
Organization and Business - (Details)	Dec. 31, 2020 segment
Organization and Business
Number of operations segments	2

Organization and Business - Liquidity and Going Concern (Details) - USD ($) $ in Thousands	1 Months Ended
	Jan. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization and Business
Accumulated deficit		$ (166,899)	$ (133,090)
Amount reduced of outstanding balance of a secured promissory note	$ 1,800
Amount raised from registered public offering	$ 20,500
Cash		$ 33,800

Summary of Significant Accounting Policies - Concentrations (Details) - item	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Supplier risk
Concentrations
Number of suppliers	2
Total net revenue \| Customer 1
Concentrations
Concentration risk (as a percentage)	97.00%	91.00%
Total net revenue \| Customer risk \| One major pharmaceutical distributors
Concentrations
Number of major distributors	1	1
Total net revenue \| Customer risk \| Customer 1
Concentrations
Concentration risk (as a percentage)	10.00%	10.00%
Total accounts receivable \| Credit risk \| Customer 1
Concentrations
Concentration risk (as a percentage)	95.00%	99.00%

Summary of Significant Accounting Policies - Property and Equipment and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill impairment charges
Impairment of indefinite-lived intangible assets	$ 0	$ 4,000
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 ($)		12 Months Ended
	Aug. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
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]
Operating lease - right-of-use asset		0
Operating leases liabilities, current portion		$ 0
Sub lease rent	$ 15,000

Summary of Significant Accounting Policies - Revenue Recognition (Details)		1 Months Ended		12 Months Ended
	Apr. 15, 2020 USD ($) item	Oct. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Aug. 28, 2018 shares
Disaggregation of Product Revenue
Warrants to purchase (in shares) \| shares						9,580
Fee Settlement Agreement
Disaggregation of Product Revenue
Trial delay fee event of failure of initiation of phase 2 study		$ 2,500,000
Shares issued (in shares) \| shares		2,000,000
Warrants to purchase (in shares) \| shares		6,218,954
Exercise price (in dollars per share) \| $ / shares		$ 0.000
Settlement loss		$ 1,000,000
Atlas
Disaggregation of Product Revenue
Trial delay fee event of failure of initiation of phase 2 study			$ 2,500,000	$ 2,500,000
Deferred revenue recorded derecognized				1,500,000
Total deferred transaction price				1,500,000
Total transaction price	$ 1,500,000			0
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	$ 1,000,000
Atlas \| License Agreement, Phase 2 Study [Member] \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-16
Disaggregation of Product Revenue
Performance obligations period	13 months 6 days
Atlas \| License Agreement, Patent Sale [Member]
Disaggregation of Product Revenue
Total transaction price	$ 529,000
Mytesi
Disaggregation of Product Revenue
Product revenue				9,300,000	$ 5,700,000
Neonorm
Disaggregation of Product Revenue
Product revenue				$ 76,000	$ 102,000
License \| Atlas \| License Agreement
Disaggregation of Product Revenue
License term	10 years
Obligated initiate proof of concept	9 months
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 ($)		12 Months Ended
	Sep. 24, 2018	Dec. 31, 2020	Dec. 31, 2019
Collaboration Revenue
Collaboration revenue		$ 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) - Recurring - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair value of liabilities measured on a recurring basis
Warrant liability	$ 179	$ 3
Total fair value	179	3
Level 3
Fair value of liabilities measured on a recurring basis
Warrant liability	179	3
Total fair value	$ 179	$ 3

Fair Value Measurements - Estimated fair value of Level 3 (Details) - Level 3 - Recurring - Warrant liability $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning fair value of Level 3 liability	$ 3
Additions	3,696
Exercises	(6,056)
Change in fair value	2,536
Ending fair value of level 3 liability	$ 179

Fair Value Measurements - Estimated Fair Value of Warrant Liability (Details)	1 Months Ended	12 Months Ended
	May 31, 2020 $ / shares shares	Dec. 31, 2020 USD ($) Y $ / shares shares	May 22, 2020 USD ($) $ / shares	Apr. 30, 2020 $ / shares	Dec. 31, 2019 USD ($) $ / shares	Jul. 31, 2019	Jul. 23, 2019 $ / shares
Series A Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		0.82			0.65
Series A Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		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 4 months 28 days			2 years 4 months 28 days
Series A Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		148			143.41
Series A Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		0.13			1.62
Series 1 warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)						5 years
Series 3 warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)	5 years
Warrants exercised \| shares		8,456,352
Warrants conversion \| shares	1	1
Series 3 warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	0.05	0.82	0.44
Series 3 warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	0.44	0.00	0.05
Series 3 warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)	5 years 6 months	4 years 10 months 21 days	5 years 6 months
Series 3 warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	141	142	142
Series 3 warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability	0.34	0.36	0.34
Underwriter Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		0.82		2.50	0.65
Underwriter Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		52.50		0.45	52.50
Underwriter Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)		2 years 9 months 4 days		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		141	143.00
Underwriter Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		0.17		0.29	1.69
2019 Bridge Note Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability							1.73
2019 Bridge Note Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability							2.00
2019 Bridge Note Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Weighted-average expected term (years)							4 years 9 months 18 days
2019 Bridge Note Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability							145.84
2019 Bridge Note Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability							1.76
Warrant liability \| Series A Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant \| $		$ 0			$ 0
Change in fair value \| $		0
Warrant liability \| Series 3 warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant \| $		175,000	$ 3,700,000
Change in fair value \| $		$ 2,500,000
Warrants exercised \| shares		8,456,352
Warrants conversion \| shares		1
Warrant liability \| Underwriter Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant \| $		$ 4,000			3,000
Change in fair value \| $		$ 1,000
Warrant liability \| LOC Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant \| $					0
Warrant liability \| 2019 Bridge Note Warrants
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of warrant \| $					$ 0
2019 Bridge Notes \| Stock price \| Minimum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		4.84
2019 Bridge Notes \| Stock price \| Maximum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		32.90
2019 Bridge Notes \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| Y		5.0
2019 Bridge Notes \| Risk free rate \| Minimum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		1.76
2019 Bridge Notes \| Risk free rate \| Maximum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability		2.23

Related Party Transactions - Management Services Agreement (Details) - Sagard Capital Partners, L.P. - USD ($)		1 Months Ended		12 Months Ended
	Sep. 01, 2020	May 31, 2019	Mar. 31, 2018	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Consulting and management advisory services fees			$ 450,000
Maximum aggregate payments for consulting and management advisory services received			$ 1,400,000
Issuance of common stock in exchange for services (in shares)	2,289,474
Accrued consulting and management fees	$ 1,100,000
Management fee incurred				$ 338,000	$ 439,000
Payable amount				$ 0	$ 788,000
Payment of fees		$ 250,000

Related Party Transactions - Letter of Credit (Details)			1 Months Ended			12 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 ($) shareholder shares	Dec. 31, 2020 USD ($)
Related party Transactions
Standby letter of credit received as collateral		$ 475,000
Warrants to purchase (in shares) \| shares		9,580
Letter of credit \| Dr. A. Conte
Related party Transactions
Principal amount	$ 475,000
Consideration	10,000
Expenses reimbursable						$ 0
Payment of additional consideration			$ 7,000			65,000
Payable amount						$ 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
Warrants to purchase (in shares) \| shares					9,580
Payment of additional consideration				$ 45,000

Related Party Transactions - 2019 Bridge Notes (Details) - 2019 Bridge Notes	3 Months Ended
	Jun. 26, 2019 USD ($) item $ / shares shares	Jul. 31, 2019 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Number of members of Board of Directors \| item	3
Lisa Conte
Related Party Transaction [Line Items]
Principal amount \| $	$ 100,000
Number of warrants converted for each share \| shares	37,500
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
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
Exercise price (in dollars per share) \| $ / shares	$ 0.49
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
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)				12 Months Ended
Commitments and Contingencies - Commitments (Details)	Sep. 03, 2020 kg	Aug. 31, 2020 USD ($) ft²	Aug. 28, 2018 USD ($) ft² shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	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
Minimum
Commitments and Contingencies
Lease expense under non-cancelable operating lease				$ 38,000
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				$ 633,000	$ 745,000
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
Manufacturing and Supply Agreement with Glenmark Life Sciences Limited [Member]
Commitments and Contingencies
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
Commitments and Contingencies
Number of kilograms of crofelemer per year per agreement \| kg	300

Commitments and Contingencies - Master Services Agreement and Angel Pond Agreement (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2019	Dec. 31, 2019	Dec. 31, 2020	Oct. 05, 2020
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Compensation		$ 140,000
2020 MSA \| Maximum
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Consideration payable on achievement of milestones				$ 12,400,000
Angel Pond Capital LLC
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Compensation	$ 140,000
Issuance of common stock in exchange for services (in shares)	166,667
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)	Sep. 25, 2017 USD ($)
Commitments and Contingencies
Percentage of amount received to be paid to Glenmark	25.00%
Maximum amount to be received by Glenmark	$ 7,000,000
Payments made to date to Glenmark	$ 0

Commitments and Contingencies - Revenue Sharing Commitment Update and Legal Proceedings (Details) - USD ($)		12 Months Ended
	Dec. 14, 2017	Dec. 31, 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 ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Aug. 28, 2018
Number of pre-funded warrants issued		22,048,278	20,637,761
Convertible preferred stock					9,580
Underwriter
Underwriters settlement fee	$ 387,000
Payments of underwriters settlement fee		$ 185,000	$ 202,000
Number of pre-funded warrants issued				1,096
Convertible preferred stock		100,780
Exercise price (in dollars per share)		$ 2.50
Issuance of common stock (In shares)		100,000
Amount of shares issued		$ 45,000

Balance Sheet Components - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Inventory, Gross [Abstract]
Raw Material	$ 1,321	$ 457
Work in Process	1,026	1,211
Finished Goods	435	461
Inventory	$ 2,782	$ 2,129

Balance Sheet Components - Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Land, Property and Equipment
Total property and equipment at cost	$ 942,000	$ 935,000
Accumulated depreciation	(265,000)	(225,000)
Property and equipment, net	677,000	710,000
Depreciation and amortization expense	1,727,000	1,737,000
Animal Health
Land, Property and Equipment
Depreciation and amortization expense	40,000	50,000
Land
Land, Property and Equipment
Total property and equipment at cost	396,000	396,000
Lab equipment
Land, Property and Equipment
Total property and equipment at cost	418,000	411,000
Clinical equipment
Land, Property and Equipment
Total property and equipment at cost	65,000	65,000
Software
Land, Property and Equipment
Total property and equipment at cost	$ 63,000	$ 63,000

Balance Sheet Components - Intangible assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Intangible assets
Impairment	$ 0	$ (4,000)
Total intangible assets, net	24,337	26,024
Amortization expense	1,700	1,700
Developed technology
Intangible assets
Total intangible assets	25,000	25,000
Accumulated amortization	(5,694)	(4,028)
Finite-lived intangible assets, net	19,306	20,972
In process research and development
Intangible assets
Total intangible assets	4,800	8,800
Impairment		(4,000)
Finite-lived intangible assets, net	4,800	4,800
Trademarks
Intangible assets
Total intangible assets	300	300
Accumulated amortization	(69)	(48)
Total intangible assets, net	$ 231	$ 252

Balance Sheet Components - Estimated future amortization expense (Details) - Trademarks and Developed technology rights $ in Thousands	Dec. 31, 2020 USD ($)
Finite-Lived Intangible Assets [Line Items]
2021	$ 1,687
2022	1,687
2023	1,687
2024	1,687
2025	1,687
Thereafter	11,102
Finite-lived intangible assets, net	$ 19,537

Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accrued compensation and related:
Accrued vacation	$ 277	$ 273
Accrued payroll and commission	43	111
Accrued payroll tax	57	52
Accrued interest	696	357
Accrued consulting	31	257
Accrued distributor services fees	1,314	227
Accrued legal costs	291	292
Accrued audit and tax services	70	189
Accrued chargebacks and discounts	736	337
Accrued other	978	827
Total	$ 4,493	$ 2,922

Debt - June 2017 Convertible debt (Details) - USD ($)			1 Months Ended	12 Months Ended
Debt - June 2017 Convertible debt (Details) - USD ($)	Aug. 02, 2018	Jun. 29, 2017	May 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Debt
Maximum aggregate redemption amount	$ 500,000
Loss on extinguishment of debt				$ 1,864,000	$ 4,941,000
June 2017 Convertible debt
Debt
Debt Instrument, Face Amount		$ 2,200,000
Original issue discount		425,000
Debt legal fee		30,000
Proceeds from issuance of convertible debt		$ 1,700,000
Interest rate (as a percent)		8.00%
Loss on extinguishment of debt			$ 8,000

Debt - December 2016 Convertible debt (Details)		1 Months Ended				12 Months Ended
Debt - December 2016 Convertible debt (Details)	Mar. 16, 2018 USD ($) shares	Jan. 31, 2019 USD ($) shares	Aug. 31, 2018 USD ($) shares	Jul. 31, 2017 USD ($) Lender	Dec. 31, 2016 USD ($) $ / shares Lender	Dec. 31, 2018 item	Dec. 31, 2019 USD ($)	Jun. 30, 2017 USD ($)
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								$ 2,600,000
Fair value of notes					$ 11,200,000
Difference between the fair value of the notes and the principal balance					$ 1,000,000
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
Convertible promissory notes, December 2016 \| Convertible Long-term Debt
Debt
Number of debt instrument extinguished \| item						2
Unamortized balance of notes payable							$ 0
Convertible note purchase agreement
Debt
Aggregate principal amount					$ 12,500,000
Interest rate (as a percent)				10.00%
Debt instrument, frequency of periodic payment				P6M
Accrued interest capitalized to principal of debt								$ 125,000
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

Debt - Notes Payable (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Notes payable
Notes payable - non-current, net	$ 12,421,000	$ 450,000
Notes payable
Notes payable
Principal amount	33,892,000	7,228,000
Less: debt discount	(17,682,000)
Notes payable, net of discount	16,210,000	7,228,000
Notes payable - non-current, net	12,421,000	450,000
Notes payable - current, net	3,789,000	6,778,000
2019 Exchange Note 1 \| Notes payable
Notes payable
Principal amount		4,381,000
2019 Exchange Note 2 \| Notes payable
Notes payable
Principal amount	1,525,000	2,297,000
Insurance Premium Financing
Notes payable
Notes payable, net of discount	95,000
Insurance Premium Financing \| Notes payable
Notes payable
Principal amount	95,000
Tempesta Note Payable
Notes payable
Principal amount	450,000	550,000
Tempesta Note Payable \| Notes payable
Notes payable
Principal amount	450,000	$ 550,000
Royalty Interest \| Notes payable
Notes payable
Principal amount	30,000,000
Oasis Secured Borrowing \| Notes payable
Notes payable
Principal amount	$ 1,822,000

Debt - Notes Payable - Future Maturities (Details) - Notes payable - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Years ended December 31,
2021	$ 4,010
2022	5,211
2023	13,795
2024	10,826
2025	50
Total	33,892
Less: debt discount	(17,682)
Notes payable, net of discount	$ 16,210	$ 7,228

Debt - Securities Purchase Agreement (Details) - USD ($)						1 Months Ended		3 Months Ended	12 Months Ended
	Apr. 17, 2019	Aug. 02, 2018	Mar. 21, 2018	Feb. 26, 2018	Dec. 08, 2017	Apr. 30, 2019	Mar. 31, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Debt
Proceeds from issuance of short-term notes payable										$ 5,050,000
Maximum aggregate redemption amount		$ 500,000
Loss on extinguishment of debt									$ 1,864,000	4,941,000
Change in warrant liability									$ 2,696,000	(1,010,000)
March 2018 note payable \| Chicago Venture Partners, L.P.
Debt
Aggregate purchase price			$ 750,000
Securities Purchase Agreement \| Promissory Note, December 08, 2017 \| Chicago Venture Partners, L.P.
Debt
Principal amount					$ 1,600,000
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
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			$ 363,061
Securities Purchase Agreement \| February 2018 note payable \| Chicago Venture Partners, L.P.
Debt
Principal amount				$ 2,200,000
Aggregate purchase price				1,600,000
Original issue discount				656,000
Transaction expenses				$ 25,000
Interest rate (as a percent)				8.00%
Repayments of notes payable, principal							2,000,000
Repayments of notes payable, interest							204,000
Loss on extinguishment of debt						$ 38,000	$ 488,000
Securities Purchase Agreement \| March 2018 note payable \| Chicago Venture Partners, L.P.
Debt
Principal amount			1,100,000
Original issue discount			315,000
Transaction expenses			$ 25,000
Interest rate (as a percent)			8.00%
Repayments of notes payable, principal								$ 1,100,000
Repayments of notes payable, interest								86,000
Loss on extinguishment of debt								$ 1,200,000

Debt - 2019 Bridge Notes (Details)		4 Months Ended	12 Months Ended
Debt - 2019 Bridge Notes (Details)	Jul. 23, 2020 USD ($) NotesSeries	Jun. 30, 2019 USD ($) NotesSeries	Dec. 31, 2019 USD ($)	Dec. 31, 2020 USD ($) Y $ / shares
Net cash proceeds			$ 5,050,000
Twenty One Bridge Notes Warrants
Fair value of warrants				$ 5,000,000
2019 Bridge Notes
Number of promissory notes issued \| NotesSeries	21	21
Net cash proceeds		$ 5,000,000
Interest rate (as a percent)		12.00%
Repayments of Debt	$ 5,200,000
Principal amount pertaining to repayment of Notes payable	5,000,000
Accrued Interest pertaining to repayment of Notes payable	143,000
Extinguishment loss on repayment of Notes	$ 336,000
2019 Bridge Notes \| Expected life
Warrants - Measurement input \| Y				5.0
2019 Bridge Notes \| Minimum \| Stock price
Warrants - Measurement input \| $ / shares				4.84
2019 Bridge Notes \| Minimum \| Strike price
Warrants - Measurement input \| $ / shares				4.84
2019 Bridge Notes \| Minimum \| Volatilities
Warrants - Measurement input				145.60
2019 Bridge Notes \| Minimum \| Risk free rate
Warrants - Measurement input				1.76
2019 Bridge Notes \| Maximum \| Stock price
Warrants - Measurement input \| $ / shares				32.90
2019 Bridge Notes \| Maximum \| Strike price
Warrants - Measurement input \| $ / shares				32.90
2019 Bridge Notes \| Maximum \| Volatilities
Warrants - Measurement input				145.72
2019 Bridge Notes \| Maximum \| Risk free rate
Warrants - Measurement input				2.23
Fourteen Promissory Notes [Member]
Number of promissory notes issued \| NotesSeries		14
Principal amount		$ 3,600,000
Warrant coverage percentage		125.00%
Seven Promissory Notes [Member]
Number of promissory notes issued \| NotesSeries		7
Principal amount		$ 1,500,000
Warrant coverage percentage		75.00%

Debt - 2019 Exchange Notes (Details)	1 Months Ended			3 Months Ended	12 Months Ended
Debt - 2019 Exchange Notes (Details)	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) shares	May 31, 2019 USD ($) item shares	Nov. 30, 2020 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Principal amount of exchange note						$ 5,050,000
Loss on extinguishment of debt					$ 1,864,000	$ 4,941,000
Outstanding \| shares	857,055				857,055	5,537,062
Series D perpetual preferred stock
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Shares issued (in shares) \| shares		842,500
Preferred stock dividend rate (as a percent)		8.00%
Preferred stock dividend payable in arrears		24 months
Fair Value of Stock, Inception	$ 6,400,000				$ 6,400,000
Preferred Stock Redemption Price \| $ / shares	$ 8.00
Shares issued on conversion \| shares	15,889,871
Shares converted \| shares	859,348
Loss on extinguishment of debt	$ 1,300,000
Outstanding \| shares	0				0
Series D perpetual preferred stock \| Minimum
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Effective interest rate	12.00%				12.00%
Series D perpetual preferred stock \| Maximum
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Effective interest rate	15.00%				15.00%
Global amendment agreement
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Increase in principal debt (in percent)		5.00%
Increase in principal debt		$ 2,600,000
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
Loss on extinguishment of debt			$ 2,000,000
2019 Exchange Note 1
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Principal amount			10,100,000
Principal amount and accrued interest			10,500,000
Accrued interest on notes payable			$ 411,000
Interest rate (as a percent)			10.00%
Common stock issued in exchange of debt \| shares			1,119,440	20,221,724
Convertible debt payable	$ 0				$ 0	$ 4,400,000
Principal amount of exchange note				$ 5,000,000
Repayments of notes payable, principal			$ 6,200,000
Repayments of notes payable, interest			$ 90,000
Share issued for principal and interest payment \| shares			1,119,440	20,221,724
Loss on extinguishment of debt			$ 429,000	$ 560,000
2019 Exchange Note 2
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Principal amount	$ 1,000,000		$ 2,300,000		1,000,000
Interest rate (as a percent)			10.00%
Common stock issued in exchange of debt \| shares	1,250,000
Convertible debt payable	$ 1,400,000				$ 1,400,000	$ 2,300,000
Share issued for principal and interest payment \| shares	1,250,000

Debt - 2019 notes (Details) - Tempesta Note Payable - USD ($)	1 Months Ended
	Oct. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
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		$ 450,000	$ 550,000

Debt - Insurance Premium Financing (Details) - Insurance Premium Financing - USD ($)	1 Months Ended
	May 31, 2020	Dec. 31, 2020
Short-term Debt [Line Items]
Principal amount	$ 873,000
Debt term	9 months
Interest rate (as a percent)	4.15%
Outstanding balance		$ 95,000

Debt - Sale of Future Royalty Interest (Details) - USD ($)					1 Months Ended				12 Months Ended
	Dec. 22, 2020	Nov. 13, 2020	Oct. 08, 2020	Aug. 10, 2020	Dec. 31, 2020	Nov. 30, 2020	Oct. 31, 2020	Mar. 31, 2020	Dec. 31, 2020	Nov. 01, 2020	Jul. 10, 2020
March 2020 Purchase Agreement
Debt Instrument [Line Items]
Royalty interest					$ 500,000			$ 500,000	$ 500,000
Payments for Royalties									283,000
Royalty payments due									0
Aggregate purchase price								$ 350,000
Percentage of net sales								10.00%
Percentage of worldwide revenues								10.00%
Royalty discount									$ 150,000
Royalty discount rate									105.00%
Increase in Royalty Repayment, Percent											10.00%
Shares issued to Iliad in exchange of Royalty Interest (in shares)						1,314,974
Royalty Instrument, Debt Instrument Carrying Value					0				$ 0
March 2020 Purchase Agreement \| Beginning on September 4, 2020
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount								$ 25,000
March 2020 Purchase Agreement \| Beginning on March 4, 2021
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount								$ 44,000
October 2020 Purchase Agreement
Debt Instrument [Line Items]
Royalty interest			$ 12,000,000
Payments for Royalties			12,000,000
Aggregate purchase price			$ 6,000,000
Percentage of net sales			10.00%
Percentage of worldwide revenues			10.00%
Minimum Volume Weighted Average Price										$ 0.3035
Increase In Royalty Repayment Amount		$ 6,000,000
Additional Royalty Financings Committed		$ 6,000,000
Royalty discount				$ 6,000,000
Royalty discount rate				34.51%			45.42%
Royalty Instrument, Debt Instrument Carrying Value					6,000,000				$ 6,000,000
October 2020 Purchase Agreement \| Beginning On October 2020
Debt Instrument [Line Items]
Royalty discount rate									45.42%
October 2020 Purchase Agreement \| Beginning On April 2021
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount				$ 250,000
October 2020 Purchase Agreement \| Beginning On October 2021
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount				$ 400,000
October 2020 Purchase Agreement \| Beginning On April 2022
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount			$ 600,000
October 2020 Purchase Agreement \| Beginning On October 2022
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount			$ 750,000
December 2020 Purchase Agreement
Debt Instrument [Line Items]
Royalty interest	$ 12,000,000
Aggregate purchase price	$ 6,000,000
Percentage of net sales	10.00%
Percentage of worldwide revenues	10.00%
Minimum monthly royalty repayment amount	$ 750,000
Royalty discount					6,000,000
Royalty discount rate									23.70%
Royalty Instrument, Debt Instrument Carrying Value					$ 6,000,000				$ 6,000,000

Debt - Oasis Secured Borrowing (Details) - USD ($)		1 Months Ended							6 Months Ended	12 Months Ended
Debt - Oasis Secured Borrowing (Details) - USD ($)	Nov. 02, 2020	Dec. 31, 2020	Nov. 30, 2020	Oct. 31, 2020	Sep. 30, 2020	Aug. 31, 2020	Jun. 30, 2020	May 31, 2020	Jun. 30, 2020	Dec. 31, 2020	Jul. 10, 2020	Dec. 31, 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Accounts Receivable, Net, Current		$ 2,098,000								$ 2,098,000		$ 1,692,000
Oasis Capital \| Oasis Secured Note - Tranche1
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Transaction fee								$ 25,000
Cash proceeds								1,000,000
Accounts receivable gross								2,800,000
Accumulated chargebacks and discounts on accounts receivable								1,100,000
Accounts receivable derecognized								1,700,000
Threshold price							$ 1,200,000		$ 1,200,000
Short-term Debt								1,000,000
Short Term Debt, Gross								1,200,000
Discount on debt								$ 175,000
Effective interest rate											147.90%
Oasis Capital \| Oasis Secured Note Tranche 2
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Proceeds from receivables, Gross							1,200,000
Transaction fee							10,000
Accounts Receivable, Net, Current							1,700,000		1,700,000
Accounts receivable gross							2,800,000		2,800,000
Accumulated chargebacks and discounts on accounts receivable							1,100,000		1,100,000
Threshold price							1,400,000
Short-term Debt							1,200,000		1,200,000
Short Term Debt, Gross							1,400,000		1,400,000
Discount on debt							$ 156,000		$ 156,000
Effective interest rate							77.70%		77.70%
Oasis Capital \| Oasis Secured Note Tranche 3
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Proceeds from receivables, Gross						$ 1,300,000
Accounts Receivable, Net, Current						1,900,000
Accounts receivable gross						3,100,000
Accumulated chargebacks and discounts on accounts receivable						1,200,000
Threshold price				$ 1,500,000		1,500,000
Short-term Debt						1,300,000
Short Term Debt, Gross						1,500,000
Discount on debt						$ 177,000
Interest rate (as a percent)						125.60%
Oasis Capital \| Oasis Secured Note Tranche 4
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Proceeds from receivables, Gross					$ 985,000
Accounts Receivable, Net, Current					1,400,000
Accounts receivable gross					2,300,000
Accumulated chargebacks and discounts on accounts receivable					920,000
Threshold price	$ 1,100,000		$ 1,100,000
Short-term Debt					985,000
Short Term Debt, Gross					1,100,000
Discount on debt					$ 132,000
Effective interest rate					98.40%
Oasis Capital \| Oasis Secured Note Tranche 5
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Proceeds from receivables, Gross				895,000
Accounts Receivable, Net, Current				1,200,000
Accounts receivable gross				2,100,000
Accumulated chargebacks and discounts on accounts receivable				955,000
Threshold price		1,000,000		1,000,000
Short-term Debt				895,000
Short Term Debt, Gross				1,000,000
Discount on debt				$ 120,000
Effective interest rate				90.20%
Oasis Capital \| Oasis Secured Note Tranche 6
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Proceeds from receivables, Gross		1,600,000
Accounts Receivable, Net, Current		2,200,000								2,200,000
Accounts receivable gross		3,800,000								3,800,000
Accumulated chargebacks and discounts on accounts receivable		1,600,000								1,600,000
Threshold price		1,800,000								1,800,000
Short-term Debt		1,600,000								1,600,000
Short Term Debt, Gross		1,800,000								1,800,000
Discount on debt		$ 213,000								$ 213,000
Effective interest rate		128.40%								128.40%
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

Warrants - Warrants outstanding and exercisable (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Warrants
Warrants outstanding, beginning balance	19,421,892	34,682
Issuances	22,048,278	20,637,761
Exercises	(34,264,393)	(1,250,000)
Expirations and cancelations	(323)	(551)
Warrants outstanding, ending balance	7,205,454	19,421,892

Warrants - Ladenburg Warrants (Details)		1 Months Ended		12 Months Ended
Warrants - Ladenburg Warrants (Details)	Jul. 23, 2019 USD ($) shares	May 31, 2020 USD ($) $ / shares item shares	Mar. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	May 22, 2020 $ / shares	Apr. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares	Oct. 31, 2018 $ / shares shares	Aug. 28, 2018 shares
Warrants
Warrants to purchase (in shares) \| shares									9,580
Warrant liability \| $				$ 179,000			$ 3,000
Series A Warrants \| Stock price
Warrants
Warrants - Measurement input				0.82			0.65
Series A Warrants \| Strike price
Warrants
Warrants - Measurement input				787.50			787.50
Series A Warrants \| Expected life
Warrants
Term of warrant				1 year 4 months 28 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)		$ 0.53
Warrants exercisable period		6 months
Term of warrant		5 years
Contingent settlement methods \| item		2
Warrants conversion \| shares		1		1
Warrant liability \| $		$ 3,700,000
Warrants exercised \| shares				8,456,352
Aggregate fair value of the common stocks issued by the exercise of Warrants \| $				$ 6,100,000
Series 3 warrants \| Stock price
Warrants
Warrants - Measurement input		0.05		0.82	0.44
Series 3 warrants \| Strike price
Warrants
Warrants - Measurement input		0.44		0.00	0.05
Series 3 warrants \| Expected life
Warrants
Term of warrant		5 years 6 months		4 years 10 months 21 days	5 years 6 months
Series 3 warrants \| Volatility
Warrants
Warrants - Measurement input		141		142	142
Series 3 warrants \| Risk free rate
Warrants
Warrants - Measurement input		0.34		0.36	0.34
Underwriter Warrants
Warrants
Warrants to purchase (in shares) \| shares						100,780		17,142
Exercise price (in dollars per share)						$ 2.50		$ 52.50
Warrant liability \| $						$ 32,000
Underwriter Warrants \| Stock price
Warrants
Warrants - Measurement input				0.82		2.50	0.65
Underwriter Warrants \| Strike price
Warrants
Warrants - Measurement input				52.50		0.45	52.50
Underwriter Warrants \| Expected life
Warrants
Term of warrant				2 years 9 months 4 days		4 years 3 months	3 years 9 months 4 days
Underwriter Warrants \| Volatility
Warrants
Warrants - Measurement input				156		141	143.00
Underwriter Warrants \| Risk free rate
Warrants
Warrants - Measurement input				0.17		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)			$ 17.50
Warrant liability \| $			$ 13,000
Securities Purchase Agreement \| March 2019 Ladenburg Warrants \| Stock price
Warrants
Warrants - Measurement input			17.50
Securities Purchase Agreement \| March 2019 Ladenburg Warrants \| Strike price
Warrants
Warrants - Measurement input			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						4 Months Ended	12 Months Ended
Warrants - 2019 Bridge Note Warrants (Details)	Mar. 23, 2020 USD ($) $ / shares	Mar. 05, 2020 USD ($) $ / shares shares	Jul. 23, 2019 USD ($) $ / shares shares	Jun. 26, 2019 USD ($) item	Dec. 31, 2020 USD ($) $ / shares shares	May 31, 2020 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares shares	Feb. 29, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	Jul. 31, 2019 USD ($) Y $ / shares shares	Jun. 30, 2019 USD ($) NotesSeries	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) shares	May 22, 2020 $ / shares	Apr. 30, 2020 $ / shares	Mar. 22, 2020 $ / shares	Mar. 04, 2020 $ / shares	Jan. 31, 2020 $ / shares	Oct. 31, 2019 shares	Aug. 31, 2019 $ / shares	May 31, 2019 USD ($)	Dec. 31, 2018 shares
Debt
Loss on extinguishment of debt \| $												$ 1,864,000	$ 4,941,000
Warrants outstanding					7,205,454							7,205,454	19,421,892									34,682
Aggregate purchase price of warrants \| $					$ 179,000							$ 179,000	$ 3,000
Issuance costs \| $													65,000
Series B convertible preferred stock
Debt
Number of shares issued for preferred stock converted										500
Issuance costs \| $													875,000
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
Issuance costs \| $										$ 1,600,000			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
2019 Bridge Note Warrants
Debt
Debt Instrument, Face Amount \| $				$ 5,100,000
Number Of Promissory Notes Issued \| item				21
Fair value of warrants \| $			$ 4,300,000
Warrants exercisable			2,781,250
Warrants outstanding					1,903,125							1,903,125
Class of Warrant or Right, Number of Securities Exercisable			2,781,250
2019 Bridge Note Warrants \| Stock price
Debt
Warrant liability \| $ / shares			1.73
2019 Bridge Note Warrants \| Strike price
Debt
Warrant liability \| $ / shares			2.00
2019 Bridge Note Warrants \| Expected life
Debt
Term of warrant			4 years 9 months 18 days
2019 Bridge Note Warrants \| Volatility
Debt
Warrant liability			145.84
2019 Bridge Note Warrants \| Risk free rate
Debt
Warrant liability			1.76
Series 1 warrants
Debt
Warrants exercisable								208,022
Warrants issued									8,280,000
Issuance of warrants \| $													5,026,000
Impact of modification \| $									$ 522,000
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								$ 2.00		$ 2.00
Proceeds from issuance of warrants \| $								$ 144,000
Class of Warrant or Right, Number of Securities Exercisable								208,022
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
Number of warrants converted for each share										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 \| $										$ 5,000,000			$ 5,026,000
Warrants outstanding					878,365							878,365
Impact of modification previously reported \| $		$ 6,000										$ 65,000
Term of warrant										5 years
Exercise price (in dollars per share) \| $ / shares	$ 0.5227	$ 0.6050								$ 2.00						$ 2.00	$ 2.00
Proceeds from issuance of warrants \| $		$ 55,000
Net proceeds from issuance of warrants \| $	$ 628,000
Issuance costs \| $	25,000
Debt Conversion, Converted Instrument, Shares Issued		90,940
Fair Value Adjustment of Warrants \| $	$ 65,000
Warrants exercised		90,940
Series 2 warrants \| Exercise Agreement
Debt
Aggregate purchase price of warrants \| $							$ 1,250,000
Proceeds from issuance of warrants \| $							$ 653,000
Warrants exercised							1,250,000
Series 2 warrants \| Exercise Agreement \| Minimum
Debt
Exercise price (in dollars per share) \| $ / shares							$ 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 \| Y										5.0
Series 2 warrants \| Volatility
Debt
Warrant liability										109.25
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
Series 2 warrants \| Series B convertible preferred stock \| Exercise Agreement \| Maximum
Debt
Exercise price (in dollars per share) \| $ / shares							$ 2.00
Series 2 warrants \| Class A units
Debt
Units issued										2,886,500
Common stock issued and issuable										2,886,500
Series 2 warrants \| Class A units \| Underwritten Public Offering
Debt
Number of shares in exchange for each unit										1
Series 2 warrants \| Class B units
Debt
Units issued										10,787
Common stock issued and issuable										5,393,500
Number of warrants converted for each share										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 \| $						$ 3,700,000
Warrants exercised					8,456,352							8,456,352
Series 3 warrants \| Stock price
Debt
Warrant liability \| $ / shares					0.82	0.05						0.82		0.44
Series 3 warrants \| Strike price
Debt
Warrant liability \| $ / shares					0.00	0.44						0.00		0.05
Series 3 warrants \| Expected life
Debt
Term of warrant					4 years 10 months 21 days	5 years 6 months						4 years 10 months 21 days		5 years 6 months
Series 3 warrants \| Volatility
Debt
Warrant liability					142	141						142		142
Series 3 warrants \| Risk free rate
Debt
Warrant liability					0.36	0.34						0.36		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
Net 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
Warrants outstanding					1,078,365							1,078,365
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
Exercise price (in dollars per share) \| $ / shares						$ 0.49									$ 2.00
2019 Exchange Note 2
Debt
Debt Instrument, Face Amount \| $					$ 1,000,000							$ 1,000,000									$ 2,300,000
Debt Conversion, Converted Instrument, Shares Issued					1,250,000
Fourteen Promissory Notes [Member]
Debt
Debt Instrument, Face Amount \| $											$ 3,600,000
Number Of Promissory Notes Issued \| NotesSeries											14
Warrant Coverage Percentage											125.00%
Seven Promissory Notes [Member]
Debt
Debt Instrument, Face Amount \| $											$ 1,500,000
Number Of Promissory Notes Issued \| NotesSeries											7
Warrant Coverage Percentage											75.00%

Warrants - PIPE Financing Warrants (Details)		1 Months Ended		12 Months Ended
Warrants - PIPE Financing Warrants (Details)	Mar. 05, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($) $ / shares shares	Jul. 31, 2019 USD ($) Y $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($) $ / shares security shares	Mar. 23, 2020 $ / shares	Mar. 22, 2020 $ / shares	Mar. 04, 2020 $ / 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		$ 179,000	$ 3,000
PIPE Financing Warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Exercise price (in dollars per share) \| $ / shares		$ 0.78			$ 0.78
Warrant exercisable period after, issuance date		6 months
Term of warrant		5 years			5 years
Proceeds from issuance of warrants					$ 1,500,000
Number of securities \| security					2
Issuance of common stock				$ 668,000	$ 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
Series 2 warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 0.6050		$ 2.00			$ 0.5227	$ 2.00	$ 2.00
Term of warrant			5 years
Proceeds from issuance of warrants	$ 55,000
Issuance of warrants			$ 5,000,000		$ 5,026,000
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
Stock price \| Series 2 warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability \| $ / shares			1.73
Strike price \| PIPE Financing Warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability \| $ / shares		0.78			0.78
Strike price \| Series 2 warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability \| $ / shares			2.00
Expected life \| PIPE Financing Warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Term of warrant		5 years			5 years
Expected life \| Series 2 warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant exercisable period after, issuance date			5 years
Warrant liability \| Y			5.0
Volatility \| PIPE Financing Warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability		143			143
Volatility \| Series 2 warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability			109.25
Risk free rate \| PIPE Financing Warrants, Dec 2019
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability		2.42			2.42
Risk free rate \| Series 2 warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrant liability			1.83

Preferred Stock (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Shares Authorized	1,021,165	5,546,154
Issued		5,537,062
Outstanding	857,055	5,537,062
Carrying Value		$ 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	0	1,971
Carrying Value		$ 476
Series B-1 convertible preferred stock
Class of Stock [Line Items]
Shares Authorized		63
Outstanding		0
Series B-2 convertible preferred stock
Class of Stock [Line Items]
Shares Authorized	10,165	10,165
Issued		10,165
Outstanding	0	10,165
Carrying Value		$ 1,236
Series C perpetual preferred stock
Class of Stock [Line Items]
Shares Authorized	1,011,000	0
Issued	0	0
Outstanding	0	0
Liquidation Preference per Share	$ 8.00

Preferred Stock - Series A Redeemable Convertible Preferred Stock (Details) - USD ($)	1 Months Ended			3 Months Ended	6 Months Ended
	Sep. 30, 2020	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2018	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Carrying amount in excess of fair value amount	$ 150,000					$ 2,500,000
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
Series D perpetual preferred stock
Shares issued (in shares)	842,500
Convertible preferred stock, shares outstanding						0	0
Series A
Redemption value						$ 0	$ 12,739,000
Convertible preferred stock, shares outstanding						0	5,524,926
Series A convertible participating preferred stock
Redemption price per share						$ 2.3057
Redemption value							$ 12,700,000
Sagard Capital Partners, L.P. \| Series A convertible participating preferred stock
Number of shares issued for each convertible preferred stock			473,565	473,565
Effective conversion price		$ 19.425	$ 194.25
Maximum period from date of issuance			1 year
Iliad \| Series C perpetual preferred stock
Preferred stock, par value (in dollars per share)	$ 0.0001
Gross proceeds from the issuance of common stock	$ 2,300,000
Number of shares issued for each convertible preferred stock	842,500
Iliad \| Series D perpetual preferred stock
Number of shares issued for each convertible preferred stock	842,500
Iliad \| Series A
Number of shares issued for each convertible preferred stock	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				$ 9,200,000
Amount of shares issued				$ 9,000,000

Preferred Stock - Series B and B-1 Convertible Preferred Stock (Details)						1 Months Ended								12 Months Ended
	Mar. 23, 2020 USD ($) $ / shares	Mar. 05, 2020 USD ($) $ / shares	Oct. 09, 2019 USD ($)	Oct. 03, 2019 USD ($) shares	Jul. 23, 2019 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Oct. 31, 2020 shares	Mar. 31, 2020 USD ($) $ / shares	Feb. 29, 2020 USD ($) $ / shares	Jan. 31, 2020 $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Oct. 31, 2019 USD ($) $ / shares shares	Jul. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Mar. 22, 2020 $ / shares	Mar. 04, 2020 $ / shares	Sep. 30, 2019 $ / shares	Aug. 31, 2019 $ / shares	Aug. 28, 2018 shares
Issuance costs \| $															$ 65,000
Preferred stock, shares outstanding						857,055					5,537,062			857,055	5,537,062
Warrants and Rights Outstanding \| $						$ 179,000					$ 3,000			$ 179,000	$ 3,000
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 \| $ / shares													$ 1,000
Number of shares issued for each convertible preferred stock													500
Gross proceeds \| $													$ 4,200,000
Issuance costs \| $															875,000
Beneficial Conversion Feature \| $					$ 4,200,000
Deemed dividend \| $					$ 4,200,000										$ 4,240,000
Shares converted										2,631				1,971	8,816
Shares issued on conversion										499,890
Preferred stock, shares outstanding						0					1,971			0	1,971
Number of securities issued on conversion											985,500				985,500
Number of voting rights														no
Series B-1 convertible preferred stock
Beneficial Conversion Feature \| $			$ 385,000	$ 145,000
Deemed dividend \| $			$ 385,000	$ 145,000											$ 530,000
Shares converted														10,001
Value of shares issued on conversion \| $														$ 12,201
Conversion Price (in dollars per share) \| $ / shares						$ 1.22								$ 1.22
Conversion ratio														10,001
Preferred stock, shares outstanding											0				0
Exercise price (in dollars per share) \| $ / shares												$ 1.40
Proceeds from Issuance of Warrants \| $												$ 1,750,001
Number of securities issued on conversion				63							63	1			63
Aggregate proceeds \| $												$ 1,800,000
Shares issued (in shares)												63
Deemed dividend understatement amount \| $														$ 0
Series B-2 convertible preferred stock
Shares converted						6,559	975								190
Value of shares issued on conversion \| $															$ 153.90
Conversion Price (in dollars per share) \| $ / shares											$ 0.81				$ 0.81
Conversion ratio															190
Shares issued on conversion						1,246,210	500,186
Preferred stock, shares outstanding						0					10,165			0	10,165
Deemed dividend understatement amount \| $														$ 0
Number of voting rights														no
Common Stock \| Series B convertible preferred stock
Shares issued on conversion															4,408,000
Common Stock \| Series B-1 convertible preferred stock
Shares issued on conversion											630,063
Series 1 warrants
Number of warrants converted for each share												19,841
Gross proceeds \| $													$ 3,300,000
Deemed dividend \| $															$ 522,000
Exercise price (in dollars per share) \| $ / shares									$ 0.6920	$ 2.00			$ 2.00					$ 1.40	$ 2.00
Proceeds from Issuance of Warrants \| $									$ 144,000
Warrant exercise agreement												1,250,000
Preferred stock, par value (in dollars per share) \| $ / shares												$ 12,201
Warrants exercised												1,250,000
Series 1 warrants \| Series B-1 convertible preferred stock
Warrant Exercise During Period, Shares												1,250,000
Series 2 warrants
Gross proceeds \| $													$ 3,300,000
Issuance costs \| $	$ 25,000
Exercise price (in dollars per share) \| $ / shares	$ 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
Gross proceeds \| $													$ 10,800,000
Issuance costs \| $													$ 1,600,000		$ 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
Number of warrants converted for each share													500
Common stock issued and issuable													5,393,500
Underwritten Public Offering \| Class A units
Units issued													2,886,500
Public offering price \| $ / shares													$ 2.00
Number of shares in exchange for each unit													1
Number of warrants converted for each share													1
Underwritten Public Offering \| Class A units \| Series 1 warrants
Number of shares in exchange for each unit													1
Number of warrants converted for each share													1
Underwritten Public Offering \| Class A units \| Series 2 warrants
Number of shares in exchange for each unit													1
Underwritten Public Offering \| Class B units
Units issued													10,787
Public offering price \| $ / shares													$ 1,000
Underwritten Public Offering \| Class B units \| Series B convertible preferred stock
Number of shares in exchange for each unit													1
Number of shares issued for each convertible preferred stock													500
Underwritten Public Offering \| Class B units \| Series 1 warrants
Number of shares in exchange for each unit													500
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) \| $ / shares								$ 0.5227
Minimum \| Exercise Agreement \| Series 2 warrants \| Series B convertible preferred stock
Exercise price (in dollars per share) \| $ / shares								0.4456
Maximum \| Exercise Agreement \| Series 2 warrants
Exercise price (in dollars per share) \| $ / shares								2.00
Maximum \| Exercise Agreement \| Series 2 warrants \| Series B convertible preferred stock
Exercise price (in dollars per share) \| $ / shares								$ 2.00

Preferred Stock - Series B-2 Convertible Preferred Stock (Details)	1 Months Ended			12 Months Ended
	Dec. 31, 2020 shares	Oct. 31, 2020 shares	Dec. 31, 2019 $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Preferred stock, shares outstanding	857,055		5,537,062	5,537,062
Series B-2 convertible preferred stock
Number of shares for which unexercised prepaid forward contracts are exercisable			1,236,223
Shares issued in exchange of convertible preferred stock			695,127
Shares Authorized	10,165		10,165	10,165
Conversion ratio				190
Value of shares issued on conversion \| $				$ 153.90
Conversion Price (in dollars per share) \| $ / shares			$ 0.81	$ 0.81
Shares converted	6,559	975		190
Shares issued on conversion	1,246,210	500,186
Preferred stock, shares outstanding	0		10,165	10,165

Preferred Stock - Series C Convertible Preferred Stock (Details) - USD ($)	1 Months Ended			12 Months Ended
	Dec. 31, 2020	Oct. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Aug. 28, 2018
Preferred stock, shares outstanding	857,055			857,055	5,537,062
Number of securities issued on conversion						9,580
Carrying amount in excess of fair value amount	$ 2,500,000		$ 150,000	$ 2,500,000
Warrants and Rights Outstanding	$ 179,000			$ 179,000	$ 3,000
Series A
Preferred stock, shares outstanding					5,524,926
Series C perpetual preferred stock
Preferred stock, shares outstanding	0			0	0
Percentage of cumulative stock dividends eligible to receive				10.00%
Number of consecutive months				24 months
Fair value of preferred stock	$ 4,700,000			$ 4,700,000
Iliad \| Series A
Number of shares issued for each convertible preferred stock			5,524,926
Iliad \| Series C perpetual preferred stock
Number of shares issued for each convertible preferred stock			842,500
Preferred stock, par value (in dollars per share)			$ 0.0001
Accreted value			$ 11,200,000
Gross proceeds from the issuance of common stock			2,300,000
Carrying value			$ 2,600,000
Percentage increase in the outstanding balance			5.00%
Exchange Agreement with Iliad
Shares issued on conversion	8,203,880	250,000
Exchange Agreement with Iliad \| Series C perpetual preferred stock
Shares converted	573,810	285,000
Pre-funded Warrants \| Exchange Agreement with Iliad
Number of securities issued on conversion		7,057,692
Warrants and Rights Outstanding	$ 1,000			$ 1,000
Pre-funded Warrants \| Exchange Agreement with Iliad \| Series C perpetual preferred stock
Exercise price (in dollars per share)		$ 0.0001

Stockholders' Equity (Details)				12 Months Ended
Stockholders' Equity (Details)	Dec. 22, 2020	Jun. 03, 2019	Jul. 31, 2017 item	Dec. 31, 2019 shares	Dec. 31, 2020 shares	Aug. 28, 2018 shares
Stockholders' Equity
Number of voting rights entitled for each share of common stock held \| item			1
Reverse stock split ratio		0.0143		1
Shares of common stock reserved for issuance
Options issued and outstanding				3,902,675	4,456,748
Options available for grant under stock option plans				479,829	596,597
RSUs awards issued and outstanding				5,613	5,613
Warrants issued and outstanding				19,421,892	7,205,454
Convertible preferred stock						9,580
Total				27,200,498	12,379,304
Minimum
Stockholders' Equity
Reverse stock split ratio	0.5
Maximum
Stockholders' Equity
Reverse stock split ratio	0.05
Inducement options issued and outstanding
Shares of common stock reserved for issuance
Options issued and outstanding				74	114,892
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 preferred stock				473,565
Series B convertible preferred stock
Shares of common stock reserved for issuance
Convertible preferred stock				985,500
Series B-2 convertible preferred stock
Shares of common stock reserved for issuance
Convertible preferred stock				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

Stockholders' Equity - Transactions with Oasis Capital and Underwritten Public Offering (Details) - USD ($)					1 Months Ended					3 Months Ended	12 Months Ended
	Oct. 06, 2020	Mar. 23, 2020	Mar. 05, 2020	Jan. 07, 2019	Apr. 30, 2020	Mar. 31, 2020	Feb. 29, 2020	Nov. 30, 2019	Oct. 31, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2021	Apr. 15, 2020	Mar. 24, 2020	Mar. 22, 2020	Mar. 04, 2020	Jan. 31, 2020	Sep. 30, 2019	Aug. 31, 2019	Jul. 31, 2019	Aug. 28, 2018
Number of securities issued on conversion																						9,580
Common stock, shares issued													13,884,190
Issuance costs												$ 65,000
Registered Direct Offering
Amount of shares issued											$ 1,207,000
At The Market Offering
Issuance of common stock (In shares)											3,814,925
Issuance costs											$ 40,000
Sale of worth of shares											$ 1,300,000
Series B convertible preferred stock
Number of securities issued on conversion												985,500
Issuance costs												$ 875,000
Common stock - voting \| Registered Direct Offering
Issuance of common stock (In shares)											3,814,925
Series 1 warrants
Exercise price (in dollars per share)							$ 0.6920											$ 2.00	$ 1.40	$ 2.00	$ 2.00
Class of Warrant or Right Exercised									1,250,000
Proceeds from issuance of warrants							$ 144,000
Series 2 warrants
Exercise price (in dollars per share)		$ 0.5227	$ 0.6050													$ 2.00	$ 2.00				$ 2.00
Proceeds from issuance of warrants			$ 55,000
Net proceeds from issuance of warrants		$ 628,000
Issuance costs		$ 25,000
PIPE Financing Warrants, March 2020
Proceeds from issuance of warrants						$ 720,000
Net proceeds from issuance of warrants						668,000
Issuance costs						$ 52,000
PIPE Financing Warrants, March 2020 \| Private placement
Issuance of common stock (In shares)						1,714,283
Securities Purchase Agreement
Price per share				$ 52.50
Common stock, shares issued										190,476
Securities Purchase Agreement \| Registered Direct Offering
Price per share										$ 14.00
Gross proceeds from issuance										$ 266,000
Issuance of common stock (In shares)										19,019
Securities Purchase Agreement \| Original Equity Line Offering
Common Stock, Shares Authorized				76,190
Number of shares offered				76,190
Number of additional shares authorized				114,286
Common stock, shares issued										76,190
Securities Purchase Agreement \| Option
Common stock, shares issued										114,286
Equity Line of Credit
Gross proceeds from issuance					$ 22,627
Issuance of common stock (In shares)					52,000
Amount of shares issued						$ 200,000
Term of equity purchase agreement						36 months
Shares issued in settlement of commitment fee					68,807
Fair value of equity issued					$ 33,000
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
Stock Plan Agreement with Poc LLc \| PoC Capital, LLC
Issuance of common stock (In shares)	1,333,333
Share Price	$ 0.30
Common stock par value (in dollars per share)	$ 0.0001
November 2019 Securities Purchase Agreement \| Pre-funded Warrants \| Registered Direct Offering
Gross proceeds from issuance								$ 1,700,000
Number of securities issued on conversion								2,222,223
Exercise price (in dollars per share)								$ 0.81
Exercise price								$ 0.01
Gross proceeds from the issuance of common stock								$ 1,800,000
Class of Warrant or Right Exercised								986,000
Share Price								$ 0.80
Proceeds from issuance of warrants								$ 10,000
October 2019 Angel Pond Agreement
Number roof shares issued in exchange of cessation of royalty payments									166,667
December 2019 PIPE Financing \| Private placement
Gross proceeds from issuance												$ 1,000,000
Number of securities issued on conversion												1,250,000
Proceeds from Issuance of Common Stock and Warrants												$ 1,500,000
Amount of shares issued												2,500,000
Proceeds from issuance of warrants												$ 500,000
Napo \| Stock Plan Agreement with Poc LLc \| PoC Capital, LLC
Amount of shares issued	$ 400,000
Option 1 Put \| Equity Line of Credit
Issuance of common stock (In shares)						200,000
Percentage of average trading volume						20.00%
Trading days						10
Share Price						$ 0.436
Option 2 Puts \| Equity Line of Credit
Percentage of average trading volume						10.00%
Share Price						$ 0.436
Option 1 and Option 2 Puts \| Equity Line of Credit
Derivative Asset, Noncurrent														$ 0	$ 0

Stock Based Compensation - Summary of Stock Incentive Plans (Details) - USD ($)			12 Months Ended
	Jun. 16, 2020	May 12, 2015	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Stock Based Compensation
Option outstanding			4,456,748	3,902,675	4,456,748	3,902,675
Options available for grant under stock option plans			596,597	479,829	596,597	479,829
Shares Available for Grant
Beginning balance (in shares)			479,829
Ending balance (in shares)			596,597	479,829
Stock Options Outstanding
Beginning balance (in shares)			3,902,675
Options exercised (in shares)			(555)	0
Ending balance (in shares)			4,456,748	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 exercised (in shares)			555	0
Weighted average grant date fair value of stock options granted (in dollars per share)			$ 0.40	$ 1.54
Number of options vested (in shares)			1,449,214	944,821
Common Stock, Capital Shares Reserved for Future Issuance					12,379,304	27,200,498
Weighted average fair value of options vested on grant date			$ 2.00	$ 3.12
Inducement options issued and outstanding
Stock Based Compensation
Option outstanding			114,892	74	114,892	74
Stock Options Outstanding
Beginning balance (in shares)			74
Ending balance (in shares)			114,892	74
Stock options and RSUs
Stock Based Compensation
Option outstanding			4,571,566	3,902,675	4,571,566	3,902,675
Options available for grant under stock option plans			596,597	479,829	596,597	479,829
Shares Available for Grant
Beginning balance (in shares)			479,829
Additional shares authorized (in shares)				786,229
Options granted (in shares)				(1,034,818)
Options cancelled (in shares)				365,357
Ending balance (in shares)			596,597	479,829
Stock Options Outstanding
Beginning balance (in shares)			3,902,675
Options granted (in shares)				1,034,818
Options exercised (in shares)			(555)
Options cancelled (in shares)				(365,357)
Options canceled not rolled back into the 2013 Plan (in shares)			(15)
Ending balance (in shares)			4,571,566	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)				$ 0.43
Options exercised (in dollars per share)			0.45
Options cancelled (in dollars per share)				3.81
Options canceled not rolled back into the 2013 Plan (in dollars per share)			2,661.75
Ending balance (in dollars per share)			$ 4.23	$ 5.20
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life (Years)			8 years 8 months 16 days	9 years 6 months 22 days
Options vested, exercisable and expected to vest
Options vested and exercisable (in shares)					2,254,832
Options vested and exercisable (in dollars per share)					$ 7.12
Options vested and exercisable (in years)			8 years 6 months 26 days
Options vested and expected to vest (in shares)					4,285,311
Options vested and expected to vest (in dollars per share)					$ 4.43
Options vested and expected to vest (in years)			8 years 8 months 12 days
Options exercised (in shares)			555
Aggregate Intrinsic Value ,outstanding					$ 364
Aggregate Intrinsic Value, Exercisable					83,000
Aggregate Intrinsic Value, Vested and expected to vest					$ 320,000
2013 Plan
Stock Based Compensation
Option shares outstanding					384	395
2013 Plan \| Stock options
Stock Options Outstanding
Options granted (in shares)			0
2014 Plan
Stock Based Compensation
Incentive stock option term		P10Y
Option outstanding			4,456,364	3,902,276	4,456,364	3,902,276
Options available for grant under stock option plans			211,415	479,829	211,415	479,829
Shares Available for Grant
Beginning balance (in shares)			479,829
Ending balance (in shares)			211,415	479,829
Stock Options Outstanding
Beginning balance (in shares)			3,902,276
Ending balance (in shares)			4,456,364	3,902,276
2014 Plan \| Stock options
Stock Based Compensation
Increase in share reserve based on outstanding number of shares (as a percent)		2.00%
2020 New Employee Inducement Award Plan
Stock Based Compensation
Number of shares reserved for issuance	500,000
Incentive stock option term	P10Y
Option outstanding			114,818		114,818
Options available for grant under stock option plans			385,182		385,182
Shares Available for Grant
Ending balance (in shares)			385,182
Stock Options Outstanding
Ending balance (in shares)			114,818
Common Stock
Options vested, exercisable and expected to vest
Share Price					$ 0.815
Participants Voting Power More than Ten Percent \| 2014 Plan
Stock Based Compensation
Incentive stock option term		P5Y
Participants Voting Power More than Ten Percent \| 2020 New Employee Inducement Award Plan
Stock Based Compensation
Incentive stock option term	P5Y

Stock Based Compensation - Stock-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock Based Compensation
Total stock-based compensation expense	$ 2,824	$ 2,989
Research and development expense
Stock Based Compensation
Total stock-based compensation expense	749	869
Sales and marketing expense
Stock Based Compensation
Total stock-based compensation expense	220	161
General and administrative expense
Stock Based Compensation
Total stock-based compensation expense	1,855	$ 1,959
Stock options and RSUs
Stock Based Compensation
Unrecognized stock-based compensation expense	$ 2,600
Expected weighted average period to be recognized	1 year 2 months 23 days
Minimum \| Employee stock options
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Volatility (as a percent)	150.10%	143.10%
Expected term (years)	5 years	5 years
Risk-free interest rate (as a percent)	0.30%	1.50%
Maximum \| Employee stock options
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Volatility (as a percent)	167.90%	145.90%
Expected term (years)	5 years	5 years 9 months 18 days
Risk-free interest rate (as a percent)	0.50%	1.90%

Stock Based Compensation - 401(k) Plan (Details)	12 Months Ended
Stock Based Compensation - 401(k) Plan (Details)	Dec. 31, 2020 USD ($)
Stock Based Compensation
Employer contributions to the plan	$ 0

Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Calculation of basic and diluted net loss per common share
Net loss attributable to common shareholders (basic and diluted)	$ (38,648)	$ (44,726)
Shares used to compute net loss per common share, basic and diluted	38,642,650	4,965,337
Net loss per share attributable to common stockholders, basic and diluted	$ (1.00)	$ (9.01)

Net Loss Per Share Attributable to Common Stockholders - Excluded From Calculation (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2021
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)	11,782,707	26,720,669
Common stock, shares issued			13,884,190
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)	4,456,748	3,902,675
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)	114,892	74
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)	7,205,454	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)		1,931,350

Income Taxes - Tax provision (Details) - USD ($)	12 Months Ended
Income Taxes - Tax provision (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Loss before provision for income taxes	$ (33,809,000)	$ (38,529,000)
Current:
Federal		10,000
Total current		10,000
Deferred:
Total deferred	$ 0	0
Total provision for income taxes		$ 10,000
Effective tax rate, differed from the federal statutory rate
Statutory rate	(21.00%)	(21.00%)
State taxes		(0.10%)
Book loss on debt extinguishment	4.20%	5.40%
Other	3.40%	0.50%
Valuation allowance	13.40%	15.20%
Effective tax rate	0.00%	0.00%
Non-current deferred tax assets:
Net operating losses	$ 19,863	$ 15,966
Tax credits	241	241
Stock compensation	1,711	1,364
Other	156
Gross non-current deferred tax assets	21,971	17,571
Valuation allowance	(18,437)	(13,884)
Net non-current deferred tax assets	3,534	3,687
Non-current deferred tax liabilities:
Other		(21)
Property and equipment	(3,534)	(3,666)
Net non-current deferred tax liability	(3,534)	$ (3,687)
Increase in valuation allowance	$ 4,600,000

Income Taxes - Net Operating Loss Carryover (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Net operating loss carryovers
Net operating loss carryforward amount to expire	$ 20.7
Net operating loss carryforward amount that will not expire	65.9
Federal
Net operating loss carryovers
Net operating loss carryovers	86.7
California
Net operating loss carryovers
Net operating loss carryovers	$ 23.6

Income Taxes - Tax Credit Carryover (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Tax credit carryovers
Gross net operating loss	$ 26,647	$ 28,948
Federal
Tax credit carryovers
Reduction In Credit carryforwards			$ 1,400
California
Tax credit carryovers
Reduction In Credit carryforwards			$ 697
Research \| Federal
Tax credit carryovers
Tax credit carryovers	0
Research \| California
Tax credit carryovers
Tax credit carryovers	$ 382

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of the beginning and ending amounts of unrecognized tax benefits
Gross Unrecognized Tax Benefit - Beginning Balance	$ 77	$ 101
Increases Related to Tax Positions from Prior Years	0	(24)
Gross Unrecognized Tax Benefit - Ending Balance	$ 77	$ 77

Segment Data (Details) $ in Thousands	12 Months Ended
Segment Data (Details) $ in Thousands	Dec. 31, 2020 USD ($) segment	Dec. 31, 2019 USD ($)
Segment Information
Number of reportable segments \| segment	2
Revenue from external customers	$ 9,385	$ 5,775
Segment net loss	(33,809)	(38,539)
Segment assets	42,843	36,410
Human Health
Segment Information
Segment net loss	(9,779)	(19,263)
Animal Health
Segment Information
Segment net loss	(24,030)	(19,276)
Product revenue, net
Segment Information
Revenue from external customers	9,385	5,775
Product revenue, net \| Human Health
Segment Information
Revenue from external customers	9,309	5,673
Product revenue, net \| Animal Health
Segment Information
Revenue from external customers	76	102
Operating Segments
Segment Information
Segment assets	113,961	100,601
Operating Segments \| Human Health
Segment Information
Segment assets	34,201	32,432
Operating Segments \| Animal Health
Segment Information
Segment assets	79,760	68,169
Segment Reconciling Items
Segment Information
Segment assets	42,843	36,410
Less: investment in subsidiary	(29,241)	(29,241)
Less: Intercompany loan	$ (41,877)	$ (34,950)

Subsequent Events (Details) - USD ($)							1 Months Ended				2 Months Ended	3 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 08, 2021	Jan. 27, 2021	Jan. 19, 2021	Jan. 13, 2021	Jan. 08, 2021	Jan. 04, 2021	Jan. 31, 2021	Dec. 31, 2020	Oct. 31, 2020	May 31, 2020	Feb. 28, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Exchange Agreement with Iliad
3(a)(9) Exchanges
Shares issued on conversion								8,203,880	250,000
Minimum \| Royalty Purchase Agreement
Royalty Transaction
Percentage of interest on royalty	5.00%
Maximum \| Royalty Purchase Agreement
Royalty Transaction
Percentage of interest on royalty	10.00%
Series 3 warrants
Series 3 Common Stock Purchase Warrant
Warrants or Rights Exercised								8,456,352					8,456,352
Warrant Exercise Inducement Offer, Warrants To Purchase Common Stock Exchanged										4,005,062
PIPE Financing Warrants, Dec 2019
Purchase Agreements
Amount of shares issued													$ 668,000	$ 1,035,000
Oasis Secured Note Tranche 5 \| Oasis Capital
Fourth Amendment to Accounts Receivable Purchase Agreement With Oasis Capital, LLC
Accounts receivable gross									$ 2,100,000
Accumulated chargebacks and discounts on accounts receivable									955,000
Threshold price								$ 1,000,000	$ 1,000,000
At The Market Offering
Purchase Agreements
Shares issued (in shares)													3,814,925
Sale of worth of shares													$ 1,300,000
Subsequent event
3(a)(9) Exchanges
Shares issued on conversion						1,413,606
Reduction in outstanding balance of notes						$ 1,800,000
Subsequent event \| Securities Purchase Agreement
Purchase Agreements
Shares issued (in shares)				4,437,870
Common stock par value (in dollars per share)				$ 0.0001
Share issue price (in dollars per share)				$ 3.38
Amount of shares issued				$ 15,000,000
Investor’s transaction expenses				$ 1,400,000
Subsequent event \| Royalty Purchase Agreement
Royalty Transaction
Payment of royalty	$ 10,000,000
Aggregate purchase price	$ 5,000,000
Percentage of net sales	10.00%
Percentage of worldwide revenues	10.00%
Subsequent event \| 6-month anniversary \| Royalty Purchase Agreement
Royalty Transaction
Minimum royalty payable	$ 250,000
Subsequent event \| 12-month anniversary \| Royalty Purchase Agreement
Royalty Transaction
Minimum royalty payable	400,000
Subsequent event \| 18-month anniversary \| Royalty Purchase Agreement
Royalty Transaction
Minimum royalty payable	600,000
Subsequent event \| Beginning on the 18-month anniversary \| Royalty Purchase Agreement
Royalty Transaction
Minimum royalty payable	$ 750,000
Subsequent event \| Series 3 warrants
Series 3 Common Stock Purchase Warrant
Shares issued on exercise of warrants					406,250
Warrants or Rights Exercised					406,250
Warrant Exercise Inducement Offer, Warrants To Purchase Common Stock Exchanged		406,250
Warrant Exercise Inducement Offer, Warrants To Purchase Common Stock Issued		406,250
Subsequent event \| PIPE Financing Warrants, Dec 2019
Subsequent Events.
Common stock issued upon exercise of warrants							1,250,000
Proceeds from exercise of warrants												$ 975,000
Subsequent event \| Series 1 and Series 2 Warrants
Subsequent Events.
Common stock issued upon exercise of warrants							2,475,044
Proceeds from exercise of warrants							$ 1,200,000
Subsequent event \| Secured promissory note
Purchase Agreements
Outstanding Balance, Percentage 25%			25.00%
Subsequent event \| Secured promissory note \| Notes Purchase and Security Agreements
Purchase Agreements
Aggregate principal amount			$ 6,200,000
Aggregate purchase price			6,000,000
Prepaid interest			196,000
Investor’s transaction expenses			$ 25,000
Interest rate (as a percent)			3.25%
Subsequent event \| Secured promissory note \| Minimum
Purchase Agreements
Percentage of return bonus			1.00%
Subsequent event \| Secured promissory note \| Maximum
Purchase Agreements
Percentage of return bonus			18.00%
Subsequent event \| At The Market Offering
Purchase Agreements
Shares issued (in shares)											2,009,554
Sale of worth of shares											$ 5,500,000