0001558370-24-004439 | 10-K | XBRL Viewer

Year Ended

December 31,

Customer 1

Customer 2

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023


				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 January 1, 2022	8,417	33,286	6,499	$	707.97	8.35	$	3
Additional shares authorized	151,079	—	—		—			—
Options granted	(44)	44	—		23.46			—
Options exercised	—	—	—		—			—
Options canceled	5,251	(5,251)	—		418.34			—
RSUs granted	(41,725)	—	41,725		—			—
RSUs vested and released	—	—	(2,516)		—			—
RSUs cancelled	—	—	(843)		—			—
Outstanding at December 31, 2022	122,978	28,079	44,865	$	592.73	7.19	$	—
Additional shares authorized	3,166,330	—	—		—	—		—
Options granted	—	—	—		—	—		—
Options exercised	—	—	—		—	—		—
Options canceled	305	(305)	—		327.81	—		—
RSUs granted	(2,690,320)	—	2,690,320		—	—		—
RSUs excercised	21,808	—	(21,808)		—	—		—
RSUs cancelled	5,241	—	(5,241)		—	—		—
Outstanding at December 31, 2023	626,342	27,774	2,708,136	$	596	6.21	$	—
Exercisable at December 31, 2023		27,369		$	599.12	6.19	$	—
Vested and expected to vest at December 31, 2023		27,761		$	595.76	6.21	$	—

*Fair market value of Jaguar stock on December 31, 2023 was $0.15 per share.

Summary of stock-based compensation expense


	Year Ended
	December 31,
(in thousands)	2023		2022


Research and development expense	$	1,044	$	1,263
Sales and marketing expense		152		267
General and administrative expense		916		1,788
Total	$	2,112	$	3,318

Employee Stock Option [Member]

Stock-based Compensation

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


	December 31,	December 31,
	2023	2022

Volatility	—	164.0%
Expected term (years)	—	5.0
Risk-free interest rate	—	3.2%
Expected dividend yield	—	—

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Segment Data

12 Months Ended

Dec. 31, 2023

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 FDA for the symptomatic relief of non-infectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.

The Company's reportable segments net revenues and net loss for the years ended December 31, 2023 and 2022 consisted of the following:


	Year Ended
	December 31,
(in thousands)	2023		2022
Revenue from external customers
Human Health	$	9,588	$	11,741
Animal Health		173		215
Consolidated Totals	$	9,761	$	11,956

Segment net loss
Human Health	$	(21,655)	$	(18,278)
Animal Health		(20,246)		(30,117)
Consolidated Totals	$	(41,901)	$	(48,395)

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


	December 31,		December 31,
	2023		2022
(in thousands)
Segment assets
Human Health	$	42,289	$	40,898
Animal Health		153,190		128,607
Total	$	195,479	$	169,505

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


	December 31,		December 31,
(in thousands)	2023		2022

Total assets for reportable segments	$	195,479	$	169,505
Less: Investment in subsidiary		(29,232)		(29,232)
Less: Intercompany loan		(115,484)		(92,821)
Consolidated Totals	$	50,763	$	47,452

- 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
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Property and Equipment and Indefinite-lived Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill impairment charges
Impairment of long lived assets		$ 0
Impairment of indefinite-lived intangible assets	$ 0	$ 0
Internal use software costs - registry
Goodwill
Intangible asset amortization period	5 years
Napo (Member) \| Equipment \| Minimum
Goodwill
Estimated useful lives	3 years
Napo (Member) \| Equipment \| Maximum
Goodwill
Estimated useful lives	10 years

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Summary of information about the consolidated financial instruments that were measured at fair value on a recurring basis


	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Iliad	$	—	$	—	$	6,862	$	6,862
Uptown		—		—		7,473		7,473
Streeterville 2		—		—		6,815		6,815
Streeterville Note		—		—		9,793		9,793
Total fair value	$	—	$	—	$	30,943	$	30,943


	December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Streeterville Note	$	—	$	—	$	7,839	$	7,839
Total fair value	$	—	$	—	$	7,839	$	7,839

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


	Year Ended
	December 31, 2023
(in thousands)	Iliad		Uptown		Streeterville 2		Streeterville Note
Beginning fair value of Level 3 liability	$	—	$	—	$	—	$	7,839
Additions		6,580		7,478		6,154		—
Exchanges		(789)		—		—		—
Settlements		—		(1,444)		—		—
Change in fair value		1,071		1,439		661		1,954
Ending fair value of Level 3 liability	$	6,862	$	7,473	$	6,815	$	9,793


	Year Ended
	December 31, 2022
(in thousands)	Iliad		Uptown		Streeterville 2		Streeterville Note
Beginning fair value of Level 3 liability	$	—	$	—	$	—	$	7,819
Additions		—		—		—		—
Settlements		—		—		—		—
Change in fair value		—		—		—		20
Ending fair value of Level 3 liability	$	—	$	—	$	—	$	7,839

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


	Range of Inputs
	(probability-weighted average)		Relationship of unobservable inputs
Unobservable Inputs	2023	2022	to fair value
Risk Adjusted Discount Rate	9.02%-24.59% (24.59%)	11.53%-26.06% (26.06%)	If discount rate is adjusted to total of additional 100 basis points (bps), fair value would have decreased by $398,000. If discount rate is adjusted to total deduction of 100 bps, fair value would have increased by $398,000.
Sales Proceeds: Amount of comparable TDPRV	$67.5 million to $350 million ($100 million)	$67.5 million to $350 million ($100 million)	If expected cash flows by Management considered the lowest amount of market indications for vouchers, FV would have decreased by $1.34 million. If expected cash flows by Management considered the highest amount of market indications for vouchers, FV would have increased by $10.38 million.
Range of Probability for Timing of Cash Flows: Variations of the terms and conditions of the timing of cash flows, including settlement of the note principal, interest, penalties, and acceleration clause.	0.10%-73.27%	0.39%-46.55%	If expected cash flows by Management considered the Scenario with the least amount of indicated value, FV would have decreased by $227,000. If expected cash flows by Management considered the scenario with the greatest amount of indicated value, FV would have increased by $3.18 million.

Summary of information about the significant unobservable inputs used in level 3 fair value measurements for instruments not classified as hybrid instruments


	Range of Inputs
	(probability-weighted average)		Relationship of unobservable inputs
Unobservable Inputs	2023	2022	to fair value
Risk Adjusted Discount Rate	9.02%-26.59% (26.59%)	—	If discount rate is adjusted to total of additional 100 basis points (bps), fair value would have decreased by ($583,464). If discount rate is adjusted to total deduction of 100 bps, fair value would have increased by $600,531.

Summary of the fair value and unpaid principal balance for items the Company accounts for under FVO


(in thousands)	Fair value		Unpaid Principal Balance		Accrued Interest		Fair Value Over (Under) Outstanding Balance
At December 31, 2023
Iliad	$	6,862	$	7,292	$	3,621	$	(4,051)
Uptown		7,473		7,994		4,058		(4,579)
Streeterville 2		6,815		10,273		950		(4,408)
Streeterville Note		9,793		6,000		546		3,247


(in thousands)	Fair value		Unpaid Principal Balance		Accrued Interest		Fair Value Over (Under) Outstanding Balance
At December 31, 2022
Streeterville Note	$	7,839	$	6,000	$	390	$	1,449

Debt - Notes Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Notes payable
Notes designated at Fair Value Option	$ 30,943	$ 7,839
Total	36,900	47,255
Less: unamortized discount and debt issuance costs	(1,040)	(13,628)
Notes payable, net of discount	35,860	33,627
Notes payable - non-current, net	30,993	17,744
Notes payable - current, net	4,867	15,883
Notes payable
Notes payable
Notes payable - current, net	4,867	15,883
Royalty Interest
Notes payable
Total	5,635	38,931
Insurance Financing
Notes payable
Total	172	235
Tempesta Note
Notes payable
Total	$ 150	$ 250

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Standstill Warrants Additional paid-in capital Iliad	Standstill Warrants Additional paid-in capital Irving	Standstill Warrants Iliad	Standstill Warrants Irving	Royalty Interest Global Amendment Warrants Additional paid-in capital Streeterville	Royalty Interest Global Amendment Warrants Additional paid-in capital Iliad	Royalty Interest Global Amendment Warrants Additional paid-in capital Irving	Royalty Interest Global Amendment Warrants Streeterville	Royalty Interest Global Amendment Warrants Iliad	Royalty Interest Global Amendment Warrants Irving	At The Market Offering Common Stock Common stock - voting	At The Market Offering Additional paid-in capital	At The Market Offering	Pipe financing Preferred Stock Series G convertible preferred stock	Pipe financing Additional paid-in capital	Pipe financing	Preferred Stock Series G convertible preferred stock	Preferred Stock Series H convertible preferred stock Streeterville	Preferred Stock Series H convertible preferred stock Irving	Preferred Stock Series I convertible preferred stock Irving	Preferred Stock Series I convertible preferred stock	Common Stock Series G convertible preferred stock	Common Stock Series H convertible preferred stock Irving	Common Stock Series I convertible preferred stock Irving	Common Stock Common stock - voting Streeterville	Common Stock Common stock - voting Iliad	Common Stock Common stock - voting Irving	Common Stock Common stock - voting	Common Stock Common stock - non-voting	Additional paid-in capital Streeterville	Additional paid-in capital Iliad	Additional paid-in capital Irving	Additional paid-in capital	Noncontrolling Interest	Accumulated deficit	Accumulated other comprehensive loss	Streeterville	Iliad	Irving	Total
Beginning Balance at Dec. 31, 2021																																	$ 231,105,000	$ 242,000	$ (219,494,000)					$ 11,853,000
Beginning Balance (in shares) at Dec. 31, 2021																												644,700	9
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of common stock												$ 20,462,000	$ 20,462,000
Issuance of common stock (In shares)											923,164
Shares issued in exchange of notes payable and accrued interest																														$ 5,056,000	$ 6,207,000						$ 5,056,000	$ 6,207,000
Shares issued in exchange of notes payable and accrued interest (in shares)																									310,196	235,461
Common stock issued to other third party for services																																	23,000							23,000
Common stock issued to other third party for services (in shares)																												20,151
Stock-based compensation																																	3,218,000							3,218,000
Shares issued to Synworld for services																																	800,000							800,000
Shares issued to Synworld for services (in shares)																												45,896
Common stock issued upon exercise of restricted stock units																																	100,000							100,000
Common stock issued upon exercise of restricted stock units (in shares)																												2,516
Net loss																																		(941,000)	(47,454,000)					(48,395,000)
Translation Gain (Loss)																																				$ (680,000)				(680,000)
Ending Balance at Dec. 31, 2022																																	266,971,000	(699,000)	(266,948,000)	(680,000)				(1,356,000)
Ending Balance (in shares) at Dec. 31, 2022																												2,182,084	9
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of common stock											$ 6,000	$ 32,094,000	$ 32,100,000																			$ 2,022,000							$ 2,022,000
Issuance of common stock (In shares)											54,283,779																2,058,651
Shares issued in exchange of notes payable and accrued interest															$ 611,000	$ 611,000										$ 1,000				$ 1,730,000	$ 2,063,000	$ 2,201,000					$ 1,730,000	$ 2,064,000	$ 2,201,000
Shares issued in exchange of notes payable and accrued interest (in shares)														137				73	32	118						6,245,005
Common stock issued to other third party for services																																	171,000							171,000
Common stock issued to other third party for services (in shares)																												18,869
Additional investment from non-controlling interests																																		1,233,000						1,233,000
Warrants issued in Underwriter settlement agreement	$ 535,000	$ 1,934,000	$ 535,000	$ 1,934,000	$ 59,000	$ 54,000	$ 61,000	$ 59,000	$ 54,000	$ 61,000					$ 1,236,000	$ 1,236,000
Stock-based compensation																																	2,103,000							2,103,000
Common stock issued upon exercise of restricted stock units																																	9,000							9,000
Common stock issued upon exercise of restricted stock units (in shares)																												13,149
Common shares issued to conversion of Series Preferred Stock																						$ 375,000	$ 1,600,000
Common shares issued from conversion of Series Preferred Stock (in shares)																	(15)	(73)	(32)	(62)				2,985,362	3,650,000
RSUs issued (in shares)																												1,349
Net loss																																		(601,000)	(41,300,000)					(41,901,000)
Translation Gain (Loss)																																		3,000		28,000				31,000
Ending Balance at Dec. 31, 2023																												$ 7,000					$ 313,854,000	$ (64,000)	$ (308,248,000)	$ (652,000)				$ 4,897,000
Ending Balance (in shares) at Dec. 31, 2023																	122				56							73,413,248	9

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
At The Market Offering
Stock Transactions, Parenthetical Disclosures
Issuance costs	$ 242
Pipe financing
Stock Transactions, Parenthetical Disclosures
Issuance costs	$ 12

Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Expenses
Accrued interest	$ 719	$ 5,489
Accrued vacation	377	310
Accrued payroll and commission	208	263
Accrued audit and tax services	162	575
Accrued local tax	122	9
Accrued legal costs	117	36
Accrued chargebacks and discounts	68
Accrued payroll tax	8	1
Accrued other	2,017	1,482
Total	$ 3,798	$ 8,165

Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jan. 13, 2021
Fair value of liabilities measured on a recurring basis
Fair value	$ 31,000	$ 7,800
Total fair value	30,943	7,839
Total fair value		7,839
Level 3
Fair value of liabilities measured on a recurring basis
Fair value	21,000		$ 20,200
Total fair value	30,943	7,839
Iliad
Fair value of liabilities measured on a recurring basis
Fair value	6,862
Iliad \| Level 3
Fair value of liabilities measured on a recurring basis
Fair value	6,862
Uptown
Fair value of liabilities measured on a recurring basis
Fair value	7,473
Uptown \| Level 3
Fair value of liabilities measured on a recurring basis
Fair value	7,473
Streeterville 2
Fair value of liabilities measured on a recurring basis
Fair value	6,815
Streeterville 2 \| Level 3
Fair value of liabilities measured on a recurring basis
Fair value	6,815
Streeterville Note
Fair value of liabilities measured on a recurring basis
Fair value	9,793	7,839
Streeterville Note \| Level 3
Fair value of liabilities measured on a recurring basis
Fair value	$ 9,793	$ 7,839	$ 7,800

Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net Loss Per Share Attributable to Common Stockholders
Net loss attributable to common stockholders (basic)	$ (41,300)	$ (47,454)
Shares used to compute net loss per common share, basic	23,068,423	1,311,519
Shares used to compute net loss per common share, diluted	23,068,423	1,311,519
Net loss per share attributable to common shareholders, basic	$ (1.79)	$ (36.18)
Net loss per share attributable to common shareholders, diluted	$ (1.79)	$ (36.18)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

Stock-Based Compensation - Summary of Stock Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	12 Months Ended
	Apr. 13, 2022	Jun. 16, 2020	May 12, 2015	Nov. 30, 2013	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 08, 2023	May 10, 2023	Apr. 12, 2022
Stock-based Compensation
Option outstanding					26,262	26,533
Options available for grant under stock option plans					626,342	122,978
Shares Available for Grant
Beginning balance (in shares)					122,978
Ending balance (in shares)					626,342	122,978
Stock Options Outstanding
Beginning balance (in shares)					26,533
Ending balance (in shares)					26,262	26,533
RSUs Outstanding
Beginning balance (in shares)					44,865
Ending balance (in shares)					2,708,136	44,865
Options vested, exercisable and expected to vest
Share Price								$ 1.00	$ 1.00
Weighted average grant date fair value of stock options granted (in dollars per share)					$ 0	$ 22.04
Number of options vested (in shares)					1,524	7,492
Weighted average fair value of options vested on grant date					$ 273.62	$ 304.57
Stock options
Stock-based Compensation
Option outstanding					27,774	28,079	33,286
Stock Options Outstanding
Beginning balance (in shares)					28,079	33,286
Options granted (in shares)						44
Options exercised (in shares)					0	0
Options cancelled (in shares)					(305)	(5,251)
Ending balance (in shares)					27,774	28,079	33,286
Weighted Average Stock Option Exercise Price
Beginning balance (in dollars per share)					$ 592.73	$ 707.97
Options granted (in dollars per share)						23.46
Options exercised (in dollars per share)					327.81
Options cancelled (in dollars per share)						418.34
Ending balance (in dollars per share)					$ 596	$ 592.73	$ 707.97
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life (Years)					6 years 2 months 15 days	7 years 2 months 8 days	8 years 4 months 6 days
Options vested, exercisable and expected to vest
Options exercisable (in shares)					27,369
Options exercisable (in dollars per share)					$ 599.12
Options exercisable (in years)					6 years 2 months 8 days
Options vested and expected to vest (in shares)					27,761
Options vested and expected to vest (in dollars per share)					$ 595.76
Options vested and expected to vest (in years)					6 years 2 months 15 days
Aggregate Intrinsic Value ,outstanding							$ 3
Options exercised (in shares)					0	0
Stock options and RSUs
Stock-based Compensation
Options available for grant under stock option plans					626,342	122,978	8,417
Shares Available for Grant
Beginning balance (in shares)					122,978	8,417
Additional shares authorized (in shares)					3,166,330	151,079
Options granted (in shares)						(44)
Options cancelled (in shares)					305	5,251
RSUs granted (in shares)					(2,690,320)	(41,725)
RSUs exercised					21,808
RSUs cancelled					5,241
Ending balance (in shares)					626,342	122,978	8,417
Restricted stock units issued and outstanding
Shares Available for Grant
RSUs vested and released (in shares)						(2,516)
RSUs Outstanding
Beginning balance (in shares)					44,865	6,499
RSUs Granted (in shares)					2,690,320	41,725
RSUs Exercised (in shares)					(21,808)
RSUs vested and released (in shares)						(2,516)
RSUs Cancelled (in shares)					(5,241)	(843)
Ending balance (in shares)					2,708,136	44,865	6,499
2013 Plan
Stock-based Compensation
Option shares outstanding					0	2
2013 Plan \| Stock options
Stock Options Outstanding
Options granted (in shares)				0
2014 Plan
Stock-based Compensation
Incentive stock option term			10 years
Increase in share reserve based on outstanding number of shares (as a percent)			2.00%
Option outstanding					26,262	26,553
Options available for grant under stock option plans					127,854	116,011
Shares Available for Grant
Beginning balance (in shares)					116,011
Additional shares authorized (in shares)	2,417,660
Ending balance (in shares)					127,854	116,011
Stock Options Outstanding
Beginning balance (in shares)					26,553
Ending balance (in shares)					26,262	26,553
2020 New Employee Inducement Award Plan
Stock-based Compensation
Incentive stock option term		10 years
Option outstanding					1,512	1,546
Options available for grant under stock option plans		2,222			498,488	6,967
Shares Available for Grant
Beginning balance (in shares)					6,967
Additional shares authorized (in shares)					491,481
Ending balance (in shares)		2,222			498,488	6,967
Stock Options Outstanding
Beginning balance (in shares)					1,546
Ending balance (in shares)					1,512	1,546
Inducement Award Plan
Stock-based Compensation
Number of shares reserved for issuance	971,833									500,000
Shares Available for Grant
Additional shares authorized (in shares)	471,833
Common Stock
Options vested, exercisable and expected to vest
Share Price					$ 0.15
Participants Voting Power More than Ten Percent \| 2014 Plan
Stock-based Compensation
Incentive stock option term			5 years
Participants Voting Power More than Ten Percent \| 2020 New Employee Inducement Award Plan
Stock-based Compensation
Incentive stock option term		5 years

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (41,901)	$ (48,395)
Other comprehensive income (loss)	31	(680)
Net comprehensive loss	(41,870)	(49,075)
Common stockholders:
Net loss attributable to common stockholders	(41,300)	(47,454)
Other comprehensive loss attributable to common stockholders
Translation adjustments	28	(680)
Net comprehensive loss attributable to common stockholders	(41,272)	(48,134)
Non-controlling interests:
Net loss attributable to non-controlling interests	(601)	(941)
Other comprehensive loss attributable to non-controlling interests
Translation adjustments	3
Net comprehensive loss attributable to non-controlling interests	$ (598)	$ (941)

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Basis of Presentation

The audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Principles of Consolidation

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

Non-controlling interest

Non-controlling interest

The Company consolidates the results of Napo Therapeutics, which was owned 88% and 90% by the Company and 12% and 10% by private investors as of December 31, 2023 and 2022, respectively. The potential voting rights with a certainty of being exercised in its shares are included in the ownership percentage. During the year ended December 31, 2023, an additional investment from a private entity amounting to €1.1 million equivalent to $1.23 million resulted in the increase in non-controlling interest percentage.

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its audited consolidated financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are the valuation of stock options, restricted stock units (“RSUs”), valuation of freestanding and hybrid instruments designated at fair value option (“FVO”), valuation of warrant liabilities, acquired in-process research and development (“IPR&D”), and useful lives assigned to long-lived

assets; impairment assessment of non-financial 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.

Cash

The Company’s cash on deposit may exceed the US and European federally insured limits at certain times during the year. The Company maintains cash accounts with certain major financial institutions in the US and Europe. The Company does not have cash equivalents as of December 31, 2023 and 2022.

Accounts Receivable

Accounts receivable is recorded net of allowances for discounts for prompt payment and credit losses.

The Company utilizes a loss rate approach in determining its lifetime expected credit losses on receivables from customers. This method calculates an estimate of credit losses based on historical experience, credit quality, age of the accounts receivable balances, and current and forecasted economic and business conditions that may affect a customer’s ability to pay. In determining the loss rates, the Company evaluates information related to its historical losses, adjusted for existing conditions and further adjusted for the period of time that can reasonably be forecasted. The facts and circumstances as of the balance sheet date are used to adjust the estimate for periods beyond those that can reasonably be forecasted.

The past due status of accounts receivable is determined based on the contractual due dates for payments. Receivable is deemed past due when payment hasn’t been received 30 days after the contractual due date. The credit loss allowance was immaterial as of December 31, 2023 and 2022. The corresponding expense for the credit loss allowance is reflected in general and administrative expenses.

Current Expected Credit Losses

The Company recognizes an allowance for credit losses for financial assets carried at amortized cost to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on credit losses that are expected to arise over the contractual term of the asset, which includes consideration of historical credit loss information adjusted for current conditions and reasonable and supportable forecasts.

Changes in the allowance for credit losses are recorded as provision of (or reversal of) credit loss expense. Assets are written off when the Company determines that such are deemed uncollectible. Write-offs are recognized as a deduction from the allowance for credit losses. Expected recoveries of amounts previously written off, not to exceed the aggregate of the amount previously written off, are included in determining the necessary allowance at the balance sheet date.

Concentrations

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

For the years ended December 31, 2023 and 2022, 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 years 2023 and 2022, the Company earned Mytesi revenue

primarily from two major pharmaceutical distributor(s) located in the US, respectively. Revenue earned from each major customer as a percentage of total revenue is as follows:

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. Accounts receivable balance of the significant customers as a percentage of total accounts receivable is as follows:

The Company is subject to concentration risk from its suppliers. The Company sources raw material used to produce the active pharmaceutical ingredient (“API”) in Mytesi from two suppliers and is dependent on a single third-party contract as well for the supply of finished products for commercialization.

Other Risks and Uncertainties

The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations including, but not limited to, war, rapid technological change, obtaining second source suppliers and manufacturers, regulatory approval from the US Food and Drug Administration (“FDA”) or other regulatory authorities, the results of clinical trials and the achievement of milestones, market acceptance of the Company’s product candidates, competition from other products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals.

Other Global Events

Macroeconomic conditions around the world are subject to constant change, influenced by several factors, including persistently high inflation, structural weaknesses in the labor market, low productivity growth, and adverse weather conditions. The UK's recession has severely impacted Europe's decline. The Company’s subsidiary in Italy, Napo Therapeutics, has not generated any revenue for the year ending December 31, 2023. Despite these recent global events, there have been no significant changes in the subsidiary's operations.

Fair Value

The Company’s financial instruments include accounts receivable, net, other receivable, accounts payable, accrued liabilities, operating lease liability 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.

Fair Value Option

ASC 825-10, Financial Instruments, provides FVO election that allows companies an irrevocable election to use fair value as the initial and subsequent accounting measurement attribute for certain financial assets and liabilities. ASC 825-10 permits entities to elect to measure eligible financial assets and liabilities at fair value on an ongoing basis. Unrealized gains and losses on items for which the FVO has been elected are reported in earnings. The decision to elect the FVO is determined on an instrument-by-instrument basis, must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method. In accordance with the options presented in ASC 825-10, the Company elected to present the aggregate of fair value and non-fair-value amounts in the same line item in the consolidated balance sheets and parenthetically disclose the amount measured at fair value in the aggregate amount. The fair values of the Company's financial instruments reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value estimates presented in these financial statements are based on information available to the Company as of December 31, 2023 and 2022.

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 API, 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. The Company does not have an allowance for inventory obsolescence as of December 31, 2023 and 2022.

Prelaunch Inventory

The Company’s policy is to capitalize costs for prelaunch inventories within the drug development phase that evidence that the product’s reasonably likely critical attributes for success are present and feasible, and the key causes of failures are absent based on management’s assumptions. The costs that can be capitalized for pre-launch inventory are recorded as “Prepayments and Other Assets”.

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 audited consolidated comprehensive loss.

Software Developed for Internal Use

The Company capitalizes the costs of developing software for internal use. These costs include both purchased software and internally developed software. Costs of developing software are expensed until technological feasibility has been established. Thereafter, all costs are capitalized and are carried at the lower of unamortized cost or net realizable value. Internally developed and purchased software costs are generally amortized over five years.

Long-lived Assets

Long-Lived Assets

The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment and definite-lived intangible assets, to determine whether indicators of impairment 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. If the Company determines that events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company evaluates the realizability of its long-lived assets (asset group) based on a comparison of projected undiscounted cash flows from use and eventual disposition with the carrying value of the related asset. Any write-downs (which are measured based on the difference between the fair value and the carrying value of the asset) are treated as permanent reductions in the carrying amount of the assets (asset group).

The Company evaluated the carrying value of its internal use software costs as at December 31, 2023 in accordance with ASC 360-10, Impairment of Long-lived Assets to be Held or Used. Based on the evaluation, the Company determined that the internal use software costs – registry's carrying value as of December 31, 2023, were no longer recoverable and recorded a corresponding impairment loss. The impairment loss was calculated as the difference between the registry's carrying value and its estimated fair value on December 31, 2023. The fair value was determined using a discounted cash flow (“DCF”) model, a Level 3 evaluation technique under ASC 820, Fair Value Measurements. The DCF model utilized entity-specific assumptions regarding future sales volume, pricing and costs. These assumptions considered factors such as continuity of existing customer relationships, potential shifts in economic conditions and other relevant market influences. The net cash flows generated by the model were then discounted to present value using a rate reflective of the time value of money and the inherent use associated with the expected cash flows. The discount rate was based on the comparable debt instrument deemed appropriate by management. Given the changing market conditions, there is a reasonable possibility that the estimates used to determine the registry's fair value may require adjustments in the near future. Any such changes in assumptions could result in further impairment charges. The Company recognized an expense for the year ended December 31, 2023, and a corresponding reduction in the carrying value of the internal use software-registry as a result of the impairment.

As at December 31, 2022, none of the Company’s long-lived assets were deemed impaired.

Indefinite-lived Intangible Assets

Acquired IPR&D are intangible assets acquired in the July 2017 Napo merger. Under ASC 805, Business Combinations, 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 had no impairment of indefinite-lived intangible assets for the years ended December 31, 2023 and 2022.

Leases

The Company accounts for its leases in accordance with ASC 842, Leases.

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.

The Company elected to include both the lease and non-lease components as a single component and account for it as a lease.

Lease Modification

ASC 842 defines lease modification as a change to the terms and conditions of a contract that results in a change in the scope of or the consideration for a lease. A lease modification can result in either a separate new contract that is accounted for separately from the original contract or a single modified contract.

The Company shall account for a modification to a contract as a separate contract when the modification grants the lessee an additional right of use not included in the original lease and the lease payments increase commensurate with the standalone price for the additional right of use, adjusted for the circumstances of the particular contract. When the Company concludes that a lease modification should be accounted for as a new contract that is separate and apart from the original lease, the new contract should be evaluated for whether it is a lease or contains an embedded lease. If the new contract is a lease or contains an embedded lease, the new lease should be accounted for as any other new lease. The new lease is recorded on the commencement date of the new lease, which is the date the lessee has access to the leased asset.

If a lease modification is not accounted for as a separate contract, the Company should reassess whether the contract contains a lease. If the modified contract is a lease or contains an embedded lease, a lessee should reallocate contract consideration, reassess the lease classification, remeasure the lease liability, and adjust the right-of-use asset.

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.

Clinical Trial Accruals

Clinical trial costs are a component of research and development expenses. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company determines the costs to be recorded based upon validation with the external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services.

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 to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods.

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 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 and Agreements

The Company's Canalevia-CA1 and Neonorm products are primarily sold to distributors, who then sell the products to the end customers. Since 2021, the Company has entered into two distribution agreements with established distributors to distribute the Company’s animal health products in the US. The distribution agreements and the related purchase orders 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 health products sold by the Company, the single performance obligation identified above is the Company’s promise to transfer the Company’s animal health 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 health product, Mytesi, the single performance obligation identified above is the Company’s promise to transfer Mytesi to specialty pharmacies, based on specified payment and shipping terms as outlined in the Exclusive Distribution Agreement entered into by the Company and Cardinal Health on January 16, 2019.

Transaction price

For contracts with Cardinal Health and other distributors, the transaction price is the amount of consideration to which the Company expects to collect in exchange for transferring the promised goods or services. The transaction price of Mytesi is the Wholesaler Acquisition Cost (“WAC”), and the transaction price of Canalevia-CA1 and Neonorm is the manufacturer’s list price, net of discounts, returns, and price adjustments.

Allocate transaction price

For contracts with Cardinal Health and other distributors, 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 at a point in time when the products are delivered to the wholesaler. Net revenues from the sale of Mytesi were $9.6 million and $11.7 million for the years ended December 31, 2023 and 2022, respectively.

Animal

The Company recognized Canalevia-CA1 products revenues of $130,000 and $167,000 for the years ended December 31, 2023 and 2022, respectively. The Company recognized Neonorm revenues of $42,000 and $48,000 for the years ended December 31, 2023 and 2022, respectively. Revenues are recognized at a point in time upon shipment, which is when title and control is transferred to the buyer. Sales of Canalevia-CA1, Neonorm Calf and Foal to distributors are made under agreements that may provide distributor price adjustments and rights of return under certain circumstances.

Contracts – Specialty Pharmacies

Effective October 1, 2020, the Company engaged a private company as its third-party logistics distribution agent for commercial sales of the Company’s Mytesi product. Under the Specialty Product Distribution Agreement, the Company shall supply the products to the private company’s specialty pharmacies, through a designated wholesaler, in such amounts as may be ordered. There is no minimum purchase or inventory requirement. The specialty pharmacies were authorized distributors of record for all National Drug Codes (“NDCs”) of Mytesi.

Effective April 20, 2021, the Company engaged another private company as an authorized specialty pharmacy provider of Mytesi. Under the Specialty Pharmacy Distribution and Services Agreement, the private company shall sell and dispense the Mytesi directly ordered from the Company at the agreed price to patients within the territories identified in the agreement.

The Company has entered into agreements with a total of five different specialty pharmacy chains that are authorized to provide Mytesi to patients.

Performance obligations

The single performance obligation is the Company’s promise to transfer Mytesi to specialty pharmacies, based on specified payment and shipping terms outlined in the agreements.

Transaction price

The transaction price is the amount of consideration to which the Company expects to collect in exchange for transferring the promised goods or services. The transaction price of Mytesi is the WAC, net of estimated discounts, returns, and price adjustments.

Allocate transaction price

The entire transaction price is allocated to the single performance obligation contained in each contract.

Revenue recognition

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

Product Revenue

Sales of Mytesi are recognized as revenue at a point in time when the products are delivered to the specialty pharmacies. Net revenues from the sale of Mytesi to the specialty pharmacies were $8.1 million and $10.3 million for the years ended December 31, 2023 and 2022, respectively.

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, NP-300, 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 significant license revenues for the years ended December 31, 2023 and 2022.

Modifications to Liability-classified Instruments

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 (“TDR”) 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 transaction is a mere modification or an extinguishment.

For the year ended December 31, 2023, the Company entered amendments to the terms of the October 2020 Royalty Interest, December 2020 Royalty Interest, and August 2022 Royalty Interest.

For the year December 31, 2022, the Company entered into another amendment on the terms of its October 2020 and March 2021 Purchase Agreements.

The cumulative impact of these amendments significantly modified the terms of the royalty interest resulting to extinguishments (see Note 7).

Modifications to Equity-classified Instruments

In accounting for modifications of equity-classified warrants, it is the Company’s policy to determine the impact 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.

The Company did not modify any equity-classified warrants in the year 2023 and 2022.

In accounting for amendments to equity-classified preferred stock, it is the Company’s policy to measure the impact by analogy to ASC 470-50 in determining if such an amendment is an extinguishment or a modification. If the amendment results in an extinguishment, the Company follows the SEC staff guidance in ASC 260-10-S99-2 and ASC 470-20. If the amendment results in a modification, the Company follows the model in either ASC 718 or ASC 470-50, depending on the nature of the amendment.

The Company did not modify any equity-classified preferred stock in the years 2023 and 2022.

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 estimated 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. The Company measures and recognizes compensation expense for all stock options and restricted stock units (“RSUs”) granted to its employees and directors based on the estimated fair value of the award on the grant date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock option awards. The fair value is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis. The Company believes that the fair value of stock options granted to non-employees is more reliably measured than the fair value of the services received. The determination of the grant date fair value of options using an option pricing model is affected by the Company’s estimated Common Stock fair value and requires management to make a number of assumptions including the expected life of the option, the volatility of the underlying stock, the risk-free interest rate and expected dividends.

The Company estimates the fair value of stock options using the Black-Scholes option valuation model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair market value of common stock is based on the closing price of the Company’s common stock as reported on the date of the grant.

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.

The Company has adopted the provisions of ASC 740, Income Taxes Related to Uncertain Tax Positions. Under these principles, 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.

Foreign Currency Remeasurement and Translation

The functional currency of Napo Therapeutics is Euro. The Company follows ASC 830, Foreign Currency Matters (“ASC 830”). ASC 830 requires the assets, liabilities, and results of operations of a foreign operation to be measured using the functional currency of that foreign operation. Exchange gains or losses from remeasuring transactions and monetary accounts in a currency other than the functional currency are included in current earnings.

For certain subsidiaries, translation adjustments resulting from the process of translating the functional currency of subsidiary financial statements into the US Dollar reporting currency. These translation adjustments are

reported separately and accumulated in the consolidated balance sheets as a component of accumulated other comprehensive income (loss).

Comprehensive Loss

The Company follows ASC 220, Comprehensive Income, which establishes standards for reporting and displaying comprehensive income and its components (revenue, expenses, gains and losses) in a full set of general-purpose financial statements.

For the years ended December 31, 2023 and 2022, the amount of other comprehensive income (loss) from translation adjustments were $31,000 and ($680,000), respectively.

Basic and Diluted Net Loss Per Share of Common Stock

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, 2023 and 2022.

Recent Accounting Pronouncements

Recently Adopted 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 adopted the standard on January 1, 2023. The adoption of this standard did not have a material effect on the Company’s audited consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06—Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. The main objective of the amendment is to modify the disclosure or presentation requirements of various Topics in the Codification. Certain amendments represent clarifications to or technical corrections of the current requirements. to eliminate disclosure requirements that were redundant, duplicative, overlapping, outdated, or superseded. The effective date for each amendment will be when the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is still evaluating the impact of the adoption of this standard.

Fair Value Measurements - Quantitative information about the significant unobservable inputs (Details) - Level 3	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Discount rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	9.02	11.53
Basis point for adjustment of discount rate	1
Fair value increase (decrease)	$ (398,000)
Probability (as a percent)	9.02
Basis point for adjustment of discount rate for non-hybrid instruments	1
Fair value increase (decrease) for non-hybrid investments	$ 583,464
Discount rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	24.59	26.06
Basis point for adjustment of discount rate	1
Fair value increase (decrease)	$ 398,000
Probability (as a percent)	26.59
Basis point for adjustment of discount rate for non-hybrid instruments	1
Fair value increase (decrease) for non-hybrid investments	$ 600,531
Discount rate \| Weighted average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	(24.59)	(26.06)
Probability (as a percent)	26.59
Sale Proceeds \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Amount of comparable TDPRV	$ 67,500,000	$ 67,500,000
Fair value increase (decrease)	(1,340,000)
Sale Proceeds \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Amount of comparable TDPRV	350,000,000	350,000,000
Fair value increase (decrease)	10,380,000
Sale Proceeds \| Weighted average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Amount of comparable TDPRV	$ 100,000,000	$ 100,000,000
Timing of Cash Flows \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	0.10	0.39
Fair value increase (decrease)	$ (227,000)
Timing of Cash Flows \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability (as a percent)	73.27	46.55
Fair value increase (decrease)	$ 3,180,000

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of the beginning and ending amounts of unrecognized tax benefits
Gross Unrecognized Tax Benefit - Beginning Balance	$ 77	$ 77
Increases Related to Tax Positions from Prior Years	0	0
Gross Unrecognized Tax Benefit - Ending Balance	$ 77	$ 77

Debt - Notes Payable - Future Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Periods ended December 31,
2024	$ 5,907
2025	50
Total	5,957
Less: unamortized discount and debt issuance costs	(1,040)	$ (13,628)
Notes payable, net of discount	35,860	$ 33,627
Future maturities of the notes payable not designated at FVO
Periods ended December 31,
Notes payable, net of discount	$ 4,917

Stockholders' Equity - Reserved shares and Common stock (Details)			12 Months Ended
	Jan. 23, 2023	Sep. 08, 2021	Dec. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Sep. 30, 2022 $ / shares shares	Sep. 29, 2022 shares
Shares of common stock reserved for issuance
Options issued and outstanding			26,262	26,533
Options available for grant under stock option plans			626,342	122,978
Restricted stock unit awards issued and outstanding			2,708,136	44,865
Warrants issued and outstanding			11,424,807	7,505
Total			14,787,059	203,427
Number of voting rights entitled for each share of common stock held \| Vote			1
Reverse stock split ratio	0.01	0.33
Total shares authorized			352,475,074
Preferred stock, shares authorized			10,000,000	10,000,000
Inducement options issued and outstanding
Shares of common stock reserved for issuance
Options issued and outstanding			1,512	1,546
Convertible non-voting common stock
Shares of common stock reserved for issuance
Reverse stock split ratio			1
Series E perpetual preferred stock
Shares of common stock reserved for issuance
Preferred stock, shares authorized			4,464,011
Common Stock \| Common stock - voting
Shares of common stock reserved for issuance
Common stock par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized			298,000,000	298,000,000	298,000,000	150,000,000
Common Stock \| Common stock - non-voting
Shares of common stock reserved for issuance
Common stock par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Common stock, shares authorized			50,000,000	50,000,000

Warrants

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022:


	December 31,	December 31,
	2023	2022

Warrants outstanding, beginning balance	7,505	7,513
Issuances	11,417,302	—
Exercises	—	—
Expirations and cancelations	—	(8)
Warrants outstanding, ending balance	11,424,807	7,505

As of December 31, 2023 and 2022, the Company’s outstanding warrants have an exercise price ranging from $0.24 to $1.47 per common share and generally expires prior to December 31, 2024.

PIPE Warrants

On May 8, 2023, the Company entered into a Securities Purchase Agreement (the “PIPE Purchase Agreement”) with certain investors named therein (collectively the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement an aggregate of (i) 137 shares (the “Preferred Shares”) of Series G Convertible Preferred Stock, par value $0.0001 per share, of the Company (“Series G Preferred Stock”) and (ii) warrants to purchase up to 6,850,000 shares of the Company’s common stock, at an exercise price of $0.48 per share (the “PIPE Warrants”), for an aggregate purchase price of approximately $1.86 million (the “Private Placement”). The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes.

The PIPE Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on the later of (i) January 1, 2024, and (ii) the date on which the approval by the Company’s stockholders (the “Stockholder Approval”) to remove both the Voting Cap and the Conversion Cap (both as defined below) is obtained (the “PIPE Warrants Initial Exercise Date”) and ending on the five-year anniversary of the PIPE Warrants Initial Exercise Date.

On May 10, 2023, the Company issued warrants equivalent to 6,850,000 shares of the Company’s common stock in relation to the PIPE Purchase Agreement.

The PIPE Purchase Agreement provides that during the period commencing on the signing of the PIPE Purchase Agreement and ending October 22, 2023, the Company will not effect or enter into any agreement to (i) issue securities in exchange for any securities of the Company issued and outstanding on the date of the PIPE Purchase Agreement pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), or (ii) effect issuance by the Company of common stock or Common Stock Equivalents (as defined in the PIPE Purchase Agreement), subject to certain customary exceptions set forth in the PIPE Purchase Agreement including, among others, issuance of shares of common stock pursuant to the At The Market Offering Agreement, dated December 10, 2021, by and between the Company and Ladenburg Thalmann & Co. Inc., as amended (the “Ladenburg Thalmann ATM”), provided that such issuance in the Ladenburg Thalmann ATM has consented.

On August 14, 2023, the Company entered into an amendment (“the First Amendment”) to the PIPE Purchase Agreement with certain holders (the “Holders”) named in the PIPE Purchase Agreement, pursuant to which the parties agreed to terminate the restriction on subsequent equity sales by the Company. In exchange for the Holders’ agreement to enter into the First Amendment, the Company agreed to issue the Holders warrants to purchase 685,000 shares of the Company’s common stock (the “PIPE Amendment Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act. The PIPE Amendment Warrants are substantially the same as the PIPE

Warrants and have an exercise price of $0.48 per share. The PIPE Amendment Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on January 1, 2024 (the “PIPE Amendment Warrants Initial Exercise Date”) and ending on the fifth anniversary of the PIPE Amendment Warrants Initial Exercise Date.

At the date of the PIPE Amendment Warrants, the warrants were valued at $1.2 million using the Black-Scholes option pricing model as follows: exercise price of $0.48 per share, stock price of $0.72 per share, expected life of five years, volatility of 145.95% and a risk-free rate of 3.37%. The warrants were classified in additional paid-in-capital.

Standstill Agreement

Pursuant to the Company’s entry in the Standstill Agreement, as amended by the Binding MOU, as described further above, the Company agreed to issue (i) Iliad warrants to purchase up to 1,711,954 shares of the common stock, and (ii) Uptown warrants to purchase up to 2,105,348 shares of the common share, at an exercise price of $0.48 per share (the “Standstill Warrants”).

The Standstill Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on the later of (i) January 1, 2024 and (ii) the date on which the Stockholder Approval is obtained (the “Standstill Warrant Initial Exercise Date”) and ending on the fifth anniversary of the Standstill Warrant Initial Exercise Date.

At the date of the Standstill Agreement, the warrants were valued at $2.5 million using the Black-Scholes option pricing model as follows: exercise price of $0.48 per share, stock price of $0.73 per share, expected life of five years, volatility of 118.88% and a risk-free rate of 3.49%. The warrants were classified in additional paid-in-capital.

Royalty Interest Global Amendments

On September 29, 2023, the Company entered into amendments (the “Royalty Interest Global Amendments”) to (i) the October 2020 Royalty Interest with Iliad, (ii) the December 2020 Royalty Interest with Uptown, and (iii) the August 2022 Royalty Interest with Streeterville, pursuant to which, among other things, the Company agreed to issue to (i) Iliad warrants to purchase up to 232,500 shares of the Company’s common stock, (ii) Uptown warrants to purchase up to 262,500 shares of the common stock, and (iii) Streeterville warrants to purchase up to 255,000 shares of the Common Stock, at an exercise price of $0.37 per share (collectively, the “Royalty Interest Global Amendment Warrants”).

The Royalty Interest Global Amendment Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on September 29, 2023 (the “Royalty Interest Global Amendment Initial Exercise Date”) and ending on the five-year anniversary of the Royalty Interest Global Amendment Initial Exercise Date.

At the date the Royalty Interest Global Amendments, the warrants were valued at $173,000 using the Black-Scholes option pricing model as follows: exercise price of $0.37 per share, stock price of $0.26 per share, expected life of five years, volatility of 139.53% and a risk-free rate of 4.6%. The warrants were classified in additional paid-in-capital.

Summary of Significant Accounting Policies - Revenue Recognition - Collaboration Revenue (Details) - USD ($)		12 Months Ended
	Sep. 24, 2018	Dec. 31, 2023	Dec. 31, 2022
Stockholders' Equity
Collaboration revenue		$ 0	$ 0
Knight
Stockholders' Equity
License agreement term (in years)	15 years
Transfer price receivable upon achievement of certain regulatory and sales milestones	$ 18,000,000

Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2023

Preferred Stock

Schedule of convertible preferred stock

At December 31, 2023 and 2022, preferred stock consisted of the following:


December 31, 2023
							Liquidation
(in thousands, except share and per share data)	Shares		Issued and		Carrying		Preference
Series	Designated		Outstanding		Value		per Share
A		5,524,926		—	$	—	$	—
B		11,000		—		—		—
B-1		63		—		—		—
B-2		10,165		—		—		—
C		1,011,000		—		—		—
D		977,300		—		—		—
E		10		—		—		—
F		10		—		—		—
G		137		122		—		—
H		105		—		—		—
I		118		56		—		—
Total		7,534,834		178	$	—	$	—


December 31, 2022
							Liquidation
(in thousands, except share and per share data)	Shares		Issued and		Carrying		Preference
Series	Designated		Outstanding		Value		per Share
A		5,524,926		—	$	—	$	—
B		11,000		—		—		—
B-1		63		—		—		—
B-2		10,165		—		—		—
C		1,011,000		—		—		—
D		977,300		—		—		—
E		10		—		—		—
F		10		—		—		—
Total		7,534,474		—	$	—	$	—

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Schedule of common reserved shares of common stock for issuance


	December 31,	December 31,
	2023	2022

Options issued and outstanding	26,262	26,533
Inducement options issued and outstanding	1,512	1,546
Options available for grant under stock option plans	626,342	122,978
Restricted stock unit awards issued and outstanding	2,708,136	44,865
Warrants issued and outstanding	11,424,807	7,505
Total	14,787,059	203,427

Balance Sheet Components - Estimated future amortization expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Balance Sheet Components
2024	$ 1,952
2025	1,952
2026	1,952
2027	1,952
2028	1,952
Thereafter	5,556
Finite-lived intangible assets, net	$ 15,316

Balance Sheet Components - Amortization (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 2,000,000.0	$ 1,800,000
Accumulated impairment		$ 0
Internal use software costs - registry
Finite-Lived Intangible Assets [Line Items]
Intangible asset carrying value no longer recoverable	866,000
Estimated fair value	495,000
Accumulated impairment	$ 371,000

Commitments and Contingencies - Master Services Agreement (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Oct. 05, 2020
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Lease liabilities	$ 1,234	$ 1,208
Master Services Agreement With Integrium LLC, 2020
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Lease liabilities	$ 1,800	$ 1,900
Master Services Agreement With Integrium LLC, 2020 \| Maximum
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Consideration payable on achievement of milestones			$ 12,400

Income Taxes - Tax provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Domestic loss	$ (35,600)	$ (42,100)
Foreign loss	(6,300)	(6,300)
Deferred:
Deferred income tax provision	$ 0	$ 0
Effective tax rate, differed from the federal statutory rate
Statutory rate	(21.00%)	(21.00%)
State taxes	(2.00%)	(1.80%)
Intercompany transactions	1.00%	0.20%
Valuation allowance	20.70%	18.30%
Nondeductible warrant expense		(0.30%)
Book loss on debt extinguishment	(1.90%)	1.00%
Foreign rate differential	(1.80%)	(0.70%)
Other	4.90%	4.30%
Effective tax rate	0.00%	0.00%
Non-current deferred tax assets:
Net operating losses	$ 51,853	$ 24,773
Tax credits	241	241
Stock compensation	559	3,042
Other	4,981	1,006
Gross non-current deferred tax assets	57,634	29,062
Valuation allowance	(56,222)	(28,454)
Net non-current deferred tax assets	1,412	608
Non-current deferred tax liabilities:
Other	(1,431)	(566)
Property and equipment	19	(42)
Net non-current deferred tax liability	(1,412)	$ (608)
Increase in valuation allowance	$ 27,400

Summary of Significant Accounting Policies - Comprehensive Loss (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Translation Gain (Loss)	$ 31,000	$ (680,000)

Related Party Transactions - BOD Cash compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related party Transactions
Cash compensation	$ 16,588,000	$ 17,868,000
Affiliated Entity \| Board of directors
Related party Transactions
Cash compensation	$ 498,000	$ 411,000

Summary of Significant Accounting Policies - Inventory (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Allowance for inventory obsolescence	$ 0	$ 0

Subsequent Events (Details)																				3 Months Ended	12 Months Ended
Subsequent Events (Details)	Mar. 19, 2024 shares	Mar. 18, 2024 USD ($) $ / shares shares	Mar. 05, 2024 shares	Feb. 29, 2024 shares	Feb. 27, 2024 shares	Jan. 29, 2024 USD ($) shares	Jan. 15, 2024 shares	Dec. 28, 2023 USD ($) shares	Sep. 29, 2023 shares	Mar. 23, 2023 shares	Mar. 17, 2023 shares	Nov. 18, 2022 shares	Jul. 25, 2022 shares	May 13, 2022 shares	Mar. 09, 2022 shares	Mar. 04, 2022 shares	Mar. 02, 2022 shares	Feb. 11, 2022 shares	Apr. 13, 2021 shares	Apr. 01, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares	Mar. 01, 2024 shares
Iliad
Subsequent Events.
Issuance of common stock (In shares)								4,875,000		3,733	14,533	73,333	31,546	15,249	24,667	26,667	32,333	23,117	7,843
Iliad \| October 2020 royalty interest agreements
Subsequent Events.
Aggregate shares value \| $								$ 789,000
December 2021 ATM Agreement
Subsequent Events.
Issuance of common stock (In shares)																					55,222,809
Proceeds from issuance of Common stock \| $																					$ 56,100,000
Series I convertible preferred stock
Subsequent Events.
Issuance of common stock (In shares)									118
Subsequent event
Subsequent Events.
PIPE warrant exchange ratio					0.4
Shares issued on conversion on common stock	8,333,333
Subsequent event \| Securities Purchase Agreement
Subsequent Events.
Shares Issued, Price Per Share \| $ / shares		$ 0.12
Subsequent event \| Iliad \| October 2020 royalty interest agreements
Subsequent Events.
Issuance of common stock (In shares)						8,000,000
Aggregate shares value \| $						$ 900,800
Subsequent event \| Streeterville
Subsequent Events.
Shares issued on conversion on common stock			10,000,000
Subsequent event \| Streeterville \| August 2022 Purchase Agreement
Subsequent Events.
Issuance of common stock (In shares)						1,587,632
Aggregate shares value \| $						$ 179,000
Subsequent event \| Gen Ilac Ve Saglik Urunleri Sanayi Ve Ticaret, A.S \| Securities Purchase Agreement
Subsequent Events.
Issuance of common stock (In shares)		16,666,666
Proceeds from issuance of Common stock \| $		$ 2,000,000.0
Subsequent event \| December 2021 ATM Agreement
Subsequent Events.
Number of shares issued																				133,631,424
Total net proceeds \| $																				$ 11,600,000
Subsequent event \| Series I convertible preferred stock
Subsequent Events.
Shares converted							56
Subsequent event \| Series J convertible preferred stock
Subsequent Events.
Shares converted	40
Subsequent event \| Series J convertible preferred stock \| Streeterville
Subsequent Events.
Preferred stock, shares issued																						179.3822
Shares converted			40
Subsequent event \| Series G Preferred Stock
Subsequent Events.
Shares converted				122
Subsequent event \| Common Stock
Subsequent Events.
Number of shares issued for convertible preferred stock							2,696,456
Shares issued on conversion on common stock				3,050,000	18,837,500
Subsequent event \| PIPE Warrants
Subsequent Events.
Shares converted					7,535,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (41,300)	$ (47,454)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Paragraph 10
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-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section S99
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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 7
-Publisher FASB
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Schedule of additional details of office space lease


	December 31,		December 31,
	2023		2022
(in thousands)
Operating lease - right-of-use asset	$	1,176	$	1,140

Operating lease liability, current		348		483
Operating lease liability, net of current portion		886		725
Total	$	1,234	$	1,208

Weighted-average remaining life (years)		1.71		2.36
Weighted-average discount rate		16.82%		17.89%

Schedule of undiscounted cash payment obligations


	December 31,
	2023
(in thousands)
2024	$	562
2025		346
2026		266
2027		233
2028		240
2029		247
2030		168
Total undiscounted operating lease payments		2,062
Imputed interest expenses		(828)
Total operating lease liability		1,234
Less: Operating lease liability, current		348
Operating lease liability, net of current portion	$	886

Schedule of summarized income statement information using equity method


	Year ended
	December 31,
	2023
(in thousands)
Revenue	$	—
Operating expenses		(128)
Loss before income tax		(128)
Income tax expense		—
Net loss	$	(128)
Net loss attributable to the Company	$	(51)

Organization and Business - Nasdaq Communication and Compliance (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 08, 2023	May 10, 2023	Dec. 31, 2023	Dec. 31, 2022
Consecutive business days		30 days
Share Price	$ 1.00	$ 1.00
Grace period	180 days	180 days
Consecutive business days in grace period		10 days
Stockholders' equity			$ 50,763	$ 47,452
Minimum
Share Price		$ 1.00
Stockholders' equity		$ 2,500

- Definition

Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.

+ References + Details

Commitments and Contingencies - Additional details of office space lease (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies
Operating lease - right-of-use asset	$ 1,176	$ 1,140
Operating lease liability, current	348	483
Operating lease liability, net of current portion	886	725
Total operating lease liability	$ 1,234	$ 1,208
Weighted-average remaining life (years)	1 year 8 months 15 days	2 years 4 months 9 days
Weighted-average discount rate	16.82%	17.89%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Principles of Consolidation

Non-controlling interest

Use of Estimates

Cash

Accounts Receivable

Accounts receivable is recorded net of allowances for discounts for prompt payment and credit losses.

Current Expected Credit Losses

Concentrations

primarily from two major pharmaceutical distributor(s) located in the US, respectively. Revenue earned from each major customer as a percentage of total revenue is as follows:

Other Risks and Uncertainties

Other Global Events

Fair Value

Fair Value Option

Inventory

Prelaunch Inventory

Property and Equipment

Software Developed for Internal Use

Long-Lived Assets

As at December 31, 2022, none of the Company’s long-lived assets were deemed impaired.

Indefinite-lived Intangible Assets

Leases

The Company accounts for its leases in accordance with ASC 842, Leases.

The Company elected to include both the lease and non-lease components as a single component and account for it as a lease.

Lease Modification

Research and Development Expense

Clinical Trial Accruals

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 and Agreements

Performance obligations

Transaction price

Allocate transaction price

For contracts with Cardinal Health and other distributors, the entire transaction price is allocated to the single performance obligation contained in each contract.

Revenue recognition

Disaggregation of Product Revenue

Human

Animal

Contracts – Specialty Pharmacies

The Company has entered into agreements with a total of five different specialty pharmacy chains that are authorized to provide Mytesi to patients.

Performance obligations

The single performance obligation is the Company’s promise to transfer Mytesi to specialty pharmacies, based on specified payment and shipping terms outlined in the agreements.

Transaction price

Allocate transaction price

The entire transaction price is allocated to the single performance obligation contained in each contract.

Revenue recognition

Product Revenue

Collaboration Revenue

Modifications to Liability-classified Instruments

For the year ended December 31, 2023, the Company entered amendments to the terms of the October 2020 Royalty Interest, December 2020 Royalty Interest, and August 2022 Royalty Interest.

For the year December 31, 2022, the Company entered into another amendment on the terms of its October 2020 and March 2021 Purchase Agreements.

The cumulative impact of these amendments significantly modified the terms of the royalty interest resulting to extinguishments (see Note 7).

Modifications to Equity-classified Instruments

The Company did not modify any equity-classified warrants in the year 2023 and 2022.

The Company did not modify any equity-classified preferred stock in the years 2023 and 2022.

Stock-Based Compensation

Income Taxes

Foreign Currency Remeasurement and Translation

reported separately and accumulated in the consolidated balance sheets as a component of accumulated other comprehensive income (loss).

Comprehensive Loss

For the years ended December 31, 2023 and 2022, the amount of other comprehensive income (loss) from translation adjustments were $31,000 and ($680,000), respectively.

Basic and Diluted Net Loss Per Common Share

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022:


	Year Ended December 31,
(In thousands, except share and per share data)	2023		2022
Net loss attributable to common stockholders	$	(41,300)	$	(47,454)
Shares used to compute net loss per common share, basic and diluted		23,068,423		1,311,519
Net loss per share attributable to common shareholders, basic and diluted	$	(1.79)	$	(36.18)

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 shares of common stock, convertible preferred stock, and certain common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company's potential securities which include Standstill warrants, PIPE warrants, Royal Global Amendment Exchange warrants and convertible preferred series stock and other common stock equivalents were excluded because their effect is anti-

dilutive. For the prior periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding.

The following are the other common stock equivalents of the Company for years ended December 31, 2023 and December 31, 2022:


	December 31,	December 31,
	2023	2022
Options issued and outstanding	26,262	26,533
Inducement options issued and outstanding	1,512	1,546
Restricted stock units issued and outstanding	2,708,136	44,865
Warrants issued and outstanding	11,424,807	7,505
Total	14,160,717	80,449

As of April 1, 2024, there were 202,803,012 shares of common stock issued after the balance sheet date.

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Related Party Transactions

4. Related Party Transactions

BOD Cash Compensation

The Company makes BOD cash compensation on a quarterly basis based on the Director Compensation Program. For the years ended December 31, 2023, and 2022, the Company paid approximately $498,000 and $411,000 cash compensation to its directors.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Preferred Stock - Series G Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 28, 2023	May 08, 2023	Dec. 31, 2023
Preferred stock, shares outstanding			178
Series G Preferred Stock
Preferred stock, shares outstanding			122
Certain investors \| Securities Purchase Agreement \| Series G Preferred Stock
Preferred Stock, Shares Issued		137
Preferred stock, par value (in dollars per share)		$ 0.0001
Warrants to purchase shares of Common stock		6,850,000
Exercise price (in dollars per share)		$ 0.48
Proceeds from Issuance of Private Placement		$ 1,900
Shares issued in exchange of convertible preferred stock	15
Preferred stock, shares outstanding	122

Preferred Stock - Series E Preferred Stock (Details) - USD ($)	Oct. 04, 2022	Aug. 18, 2022	Dec. 31, 2023
Preferred Stock, Shares Outstanding			178
Series E perpetual preferred stock
Preferred Stock, Shares Outstanding			0
Certain investors \| Series E perpetual preferred stock
Shares redeemed	10
Preferred Stock, Shares Outstanding	0
Certain investors \| Securities Purchase Agreement \| Series E perpetual preferred stock
Preferred stock, shares issued		10
Preferred stock, par value (in dollars per share)		$ 0.0001
Aggregate proceeds		$ 100

Commitments and Contingencies - Undiscounted cash payment obligation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies
2024	$ 562
2025	346
2026	266
2027	233
2028	240
2029	247
2030	168
Total undiscounted operating lease payments	2,062
Imputed interest expenses	(828)
Total operating lease liability	1,234	$ 1,208
Less: Operating lease liability, current	348	483
Operating lease liability, net of current portion	$ 886	$ 725

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2023

Net Loss Per Share Attributable to Common Stockholders

Schedule of calculation of basic and diluted net loss per common share


	Year Ended December 31,
(In thousands, except share and per share data)	2023		2022
Net loss attributable to common stockholders	$	(41,300)	$	(47,454)
Shares used to compute net loss per common share, basic and diluted		23,068,423		1,311,519
Net loss per share attributable to common shareholders, basic and diluted	$	(1.79)	$	(36.18)

Schedule of other common stock equivalents


	December 31,	December 31,
	2023	2022
Options issued and outstanding	26,262	26,533
Inducement options issued and outstanding	1,512	1,546
Restricted stock units issued and outstanding	2,708,136	44,865
Warrants issued and outstanding	11,424,807	7,505
Total	14,160,717	80,449

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
At The Market Offering
Issuance costs	$ 242	$ 103
PIPE Purchase Agreement
Issuance costs	$ 12	$ 12

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes - Net Operating Loss Carryover (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Federal
Net operating loss carryovers
Net operating loss carryovers	$ 209.9
Net operating loss carryforward amount to expire	20.7
Net operating loss carryforward amount that will not expire	122.5
California
Net operating loss carryovers
Net operating loss carryovers	$ 29.4

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

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


	December 31,
	2023		2022
Statutory rate	(21.0)	%	(21.0)	%
State taxes	(2.0)	%	(1.8)	%
Intercompany transactions	1.0	%	0.2	%
Valuation allowance	20.7	%	18.3	%
Nondeductible warrant expense	—	%	(0.3)	%
Book loss on debt extinguishment	(1.9)	%	1.0	%
Foreign rate differential	(1.8)	%	(0.7)	%
Other	4.9	%	4.3	%
Effective tax rate	—	%	—	%

Schedule of net deferred tax assets


	December 31,
(In thousands)	2023		2022
Non-current deferred tax assets:
Net operating losses	$	51,853	$	24,773
Tax credits		241		241
Stock compensation		559		3,042
Other		4,981		1,006
		57,634		29,062
Valuation allowance		(56,222)		(28,454)
Net non-current deferred tax assets		1,412		608
Non-current deferred tax liabilities:
Other		(1,431)		(566)
Property and equipment		19		(42)
Net non-current deferred tax liability		(1,412)		(608)
Net non-current deferred tax asset (liability)	$	—	$	—

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


	December 31,
(In thousands)	2023		2022
Gross Unrecognized Tax Benefit--Beginning Balance	$	77	$	77
Increases Related to Tax Positions from Prior Years		—		—
Increases Related to Tax Positions Taken During the Current Year		—		—
Gross Unrecognized Tax Benefit--Ending Balance	$	77	$	77

Stockholders' Equity- Noncontrolling Interest (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity
Noncontrolling interest	$ (64,000)	$ (699,000)
Decrease in noncontrolling interest	$ 635,000	$ 941,000
Napo (Member)
Stockholders' Equity
Noncontrolling interest			$ 242,000

- Definition

Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

+ References

+ Details

Summary of Significant Accounting Policies - Accounts receivable and Concentrations (Details)	12 Months Ended
	Dec. 31, 2023 Distributor item	Dec. 31, 2022 Distributor
Supplier risk
Concentrations
Number of suppliers \| item	2
Total net revenue \| Customer risk \| Customer 1
Concentrations
Concentration risk (as a percentage)	28.00%	35.00%
Total net revenue \| Customer risk \| Customer 2
Concentrations
Concentration risk (as a percentage)	56.00%	53.00%
Total net revenue \| Customer risk \| Two major pharmaceutical distributors
Concentrations
Number of major distributors \| Distributor	2	2
Total net revenue \| Customer risk \| Minimum \| Customer 1
Concentrations
Threshold for calculating concentration risk percentage	10.00%	10.00%
Total accounts receivable \| Customer risk \| Customer 1
Concentrations
Concentration risk (as a percentage)	32.00%	38.00%
Total accounts receivable \| Customer risk \| Customer 2
Concentrations
Concentration risk (as a percentage)	57.00%	54.00%

Segment Data (Tables)

12 Months Ended

Dec. 31, 2023

Segment Data

Schedule of reportable segments net revenue and net loss


	Year Ended
	December 31,
(in thousands)	2023		2022
Revenue from external customers
Human Health	$	9,588	$	11,741
Animal Health		173		215
Consolidated Totals	$	9,761	$	11,956

Segment net loss
Human Health	$	(21,655)	$	(18,278)
Animal Health		(20,246)		(30,117)
Consolidated Totals	$	(41,901)	$	(48,395)

Schedule of reportable segments assets


	December 31,		December 31,
	2023		2022
(in thousands)
Segment assets
Human Health	$	42,289	$	40,898
Animal Health		153,190		128,607
Total	$	195,479	$	169,505

Schedule of reconciliation of segments assets to the consolidated assets


	December 31,		December 31,
(in thousands)	2023		2022

Total assets for reportable segments	$	195,479	$	169,505
Less: Investment in subsidiary		(29,232)		(29,232)
Less: Intercompany loan		(115,484)		(92,821)
Consolidated Totals	$	50,763	$	47,452

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net comprehensive loss	$ (41,870,000)	$ (49,075,000)
Adjustments to reconcile net loss and comprehensive loss to net cash used in operating activities:
Amortization of debt issuance costs, debt discount, and non-cash interest expense	13,206,000	11,758,000
Change in fair value of freestanding and hybrid financial instruments designated at Fair Value Option	5,125,000	21,000
Stock-based compensation, vested and released restricted stock units and exercised stock options	2,112,000	3,318,000
Depreciation and amortization expenses	2,013,000	1,981,000
Amortization of operating lease - right-of-use-asset	375,000	311,000
Impairment loss on intangible assets	371,000
Shares issued in exchange for services	171,000	823,000
Share in joint venture's loss	51,000
(Gain) Loss on extinguishment of debt	(3,697,000)	2,187,000
Changes in assets and liabilities
Accounts receivable	(88,000)	(170,000)
Other receivable	386,000	(251,000)
Inventory	(2,165,000)	(2,124,000)
Prepaid expenses and other current assets	(5,011,000)	(1,560,000)
Other assets	(17,000)	(550,000)
Accounts payable	(855,000)	902,000
Accrued liabilities	(2,955,000)	(360,000)
Operating lease liability	(394,000)	(315,000)
Total cash used in operating activities	(33,242,000)	(33,104,000)
Cash flows from investing activities
Purchase of equipment		(77,000)
Purchase of intangible assets		(1,598,000)
Total cash used in investing activities		(1,675,000)
Cash flows from financing activities
Proceeds from issuance of shares in At the Market offering, net of issuance and offering costs of $242 and $103 in 2023 and 2022, respectively	32,100,000	20,462,000
Proceeds from issuance of warrants in PIPE financing	1,236,000
Investment from non-controlling interest	1,233,000
Proceeds from issuance of preferred stock in PIPE financing, net of issuance cost of $12	611,000
Payment of Tempesta Note	(100,000)	(100,000)
Repayment of insurance financing	(853,000)	(1,156,000)
Proceeds from notes payable with Streeterville		3,975,000
Total cash provided by financing activities	34,227,000	23,181,000
Effects of foreign exchange rate changes on assets and liabilities	15,000	16,000
Net increase (decrease) in cash	1,000,000	(11,582,000)
Cash at beginning of the year	5,469,000	17,051,000
Cash at end of the year	6,469,000	5,469,000
Supplemental schedule of cash flow information
Cash paid for interest	35,000	23,000
Supplemental schedule of non-cash financing and investing activities
First Insurance Financing	676,000	1,056,000
Lease modification	441,000	0
Umbrella Insurance Financing	110,000
Recognition of operating lease - right-of-use asset and operating lease liability	30,000	365,000
Streeterville
Supplemental schedule of non-cash financing and investing activities
Warrants issued due to Royal Interest Global Amendment	59,000
Streeterville \| Preferred Stock
Supplemental schedule of non-cash financing and investing activities
Shares issued in exchange of notes payable and accrued interest	1,730,000	792,000
Iliad
Supplemental schedule of non-cash financing and investing activities
Warrants issued in exchange of Standstill	535,000
Warrants issued due to Royal Interest Global Amendment	54,000
Iliad \| Common Stock
Supplemental schedule of non-cash financing and investing activities
Shares issued in exchange of notes payable and accrued interest	2,064,000	$ 10,472,000
Irving
Supplemental schedule of non-cash financing and investing activities
Warrants issued in exchange of Standstill	1,934,000
Warrants issued due to Royal Interest Global Amendment	61,000
Irving \| Preferred Stock
Supplemental schedule of non-cash financing and investing activities
Shares issued in exchange of notes payable and accrued interest	2,201,000
Irving \| Common Stock
Supplemental schedule of non-cash financing and investing activities
Shares issued in exchange of notes payable and accrued interest	$ 2,022,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses
Cost of product revenue	$ 2,037	$ 2,019
Research and development	18,596	17,647
Sales and marketing	6,460	8,837
General and administrative	16,588	17,868
Impairment loss on intangible asset	371
Total operating expenses	44,052	46,371
Loss from operations	(34,291)	(34,415)
Interest expense	(6,382)	(12,723)
Change in fair value of freestanding and hybrid financial instruments designated at Fair Value Option	(5,125)	(20)
Gain (loss) on extinguishment of debt	3,697	(2,187)
Other income	200	950
Loss before income tax	(41,901)	(48,395)
Income tax expense
Net loss	(41,901)	(48,395)
Net loss attributable to noncontrolling interest	(601)	(941)
Net loss attributable to common stockholders	$ (41,300)	$ (47,454)
Net loss per share, basic	$ (1.79)	$ (36.18)
Net loss per share, diluted	$ (1.79)	$ (36.18)
Weighted-average common stock outstanding, basic	23,068,423	1,311,519
Weighted-average common stock outstanding, diluted	23,068,423	1,311,519
Product revenue, net
Revenue
Revenue	$ 9,761	$ 11,956

Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Warrants

Summary of warrant activity


	December 31,	December 31,
	2023	2022

Warrants outstanding, beginning balance	7,505	7,513
Issuances	11,417,302	—
Exercises	—	—
Expirations and cancelations	—	(8)
Warrants outstanding, ending balance	11,424,807	7,505

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events

Subsequent Events

15. Subsequent Events

December 2021 ATM Agreement

From January 1, 2024 to April 1, 2024 the Company issued an aggregate of 133,631,424 shares of common stock under the December 2021 ATM Agreement for total net proceeds of $11.6 million.

Series I Convertible Preferred Stock

On January 15, 2024, Uptown converted 56 shares of Series I Preferred Stock into 2,696,456 shares of common stock.

3a9 Exchanges

On January 29, 2024, the Company entered into an exchange agreement with Iliad pursuant to which the Company issued an aggregate of 8,000,000 shares of the Company’s common stock to Iliad in exchange for $900,800 reduction in the outstanding balance of the October 2020 Royalty Interest. Additionally, the Company entered into an exchange agreement with Streeterville, which the Company issued an aggregate of 1,587,632 shares of the Company’s common stock in exchange for $179,000 reduction in the outstanding balance of the August 2022 Royalty Interest.

PIPE Warrant Exchanges

On February 27, 2024, pursuant to the PIPE Purchase Agreement, each of the PIPE investors entered into an exchange agreement with the Company (each, a “PIPE Warrant Exchange Agreement” and collectively, the “PIPE Warrant Exchange Agreements”). Pursuant to the PIPE Warrant Exchange Agreements, the Company agreed to exchange the PIPE Warrants for shares of common stock at an exchange ratio of 1-for-2.5 (“PIPE Warrant Exchange Transaction”). Upon completion of the PIPE Warrant Exchange Transaction, the Company exchanged the PIPE Warrants to purchase up to 7,535,000 shares of Common Stock for 18,837,500 shares of Common Stock (the “PIPE Exchange Shares”), and the PIPE Warrants were terminated. The PIPE Exchange Shares would be subject to a twelve-month lock-up, and any other equity security of the Company other than the PIPE Exchange Shares owned by the PIPE investors as of the date of the PIPE Warrant Exchange Agreement would be subject to a six-month lock-up.

On February 29, 2024, the PIPE investors converted 122 shares of Series G preferred stock into 3,050,000 shares of common stock subject to a six-month lock-up.

March 2021 Purchase Agreement Extinguishment and Streeterville Exchange

On March 1, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville (the “Streeterville Exchange Agreement”), pursuant to which the Company issued an aggregate of 179.3822 shares of Series J Preferred Stock to Streeterville at an effective exchange price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) as of the date of the Streeterville Exchange Agreement, in exchange for the surrender of the March 2021 Purchase Agreement by Streeterville (the “Streeterville Exchange Transaction”). Upon completion of the Streeterville Exchange Transaction, all outstanding balance of the March 2021 Purchase Agreement was fully paid and the March 2021 Purchase Agreement was terminated.

Series J Convertible Preferred Stock

On March 5, 2024, the Company issued 10,000,000 shares of the Company’s common stock to Streeterville in exchange for the surrender and cancellation of 40 shares of Series J Perpetual Preferred Stock. Subsequently, on March 19, 2024, the Company issued 8,333,333 shares of the Company’s common stock in exchange for the surrender and cancellation of another 40 shares of Series J Perpetual Preferred Stock.

Securities Purchase Agreement

On March 18, 2024, the Company entered into a privately negotiated securities purchase agreement (the “Securities Purchase Agreement”) with Gen Ilac Ve Saglik Urunleri Sanayi Ve Ticaret, A.S. (the “Purchaser”), pursuant to which the Company issued 16,666,666 shares of the Company’s common stock at a price of $0.12 per share for gross proceeds of approximately $2.0 million. The sale of the securities was consummated in connection with the Licensing Agreement (as defined below).

Licensing Agreement

On March 20, 2024, the Company had signed a binding term sheet covering the exclusive license and commercialization agreement for the Company's FDA-approved prescription drug crofelemer with Gen Ilac Ve Saglik Urunleri Sanayi Ve Ticaret, A.S. (the “Purchaser”) in certain countries within Eastern Europe (the "Licensing Agreement”). Aside from the Securities Purchase Agreement, The Licensing Agreement entails payment of royalties to Jaguar on all finished crofelemer products sold in the licensed territory, and transfer pricing terms for crofelemer supplied by Jaguar.

Stockholders' Equity - Reverse Stock Split and ATM (Details) $ in Millions					12 Months Ended
	Jan. 23, 2023	Feb. 02, 2022 USD ($)	Dec. 10, 2021 USD ($)	Sep. 08, 2021	Dec. 31, 2023 USD ($) shares
Reverse stock split ratio	0.01			0.33
December 2021 ATM Agreement
Issuance of common stock (In shares) \| shares					55,222,809
Proceeds from issuance of Common stock					$ 56.1
December 2021 ATM Agreement \| Maximum
Aggregate offering price		$ 75.0	$ 15.0
December 2021 ATM Agreement \| Minimum
Aggregate offering price		$ 15.0

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Organization and Business - Liquidity and Going Concern (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization and Business
Accumulated deficit	$ (308,248)	$ (266,948)

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

ASC 820, Fair Value Measurements ("ASC 820"), defines fair value, establishes a framework for measuring fair value under US 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 instruments that were measured at fair value as of December 31, 2023 and 2022:


	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Iliad	$	—	$	—	$	6,862	$	6,862
Uptown		—		—		7,473		7,473
Streeterville 2		—		—		6,815		6,815
Streeterville Note		—		—		9,793		9,793
Total fair value	$	—	$	—	$	30,943	$	30,943


	December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Streeterville Note	$	—	$	—	$	7,839	$	7,839
Total fair value	$	—	$	—	$	7,839	$	7,839

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


	Year Ended
	December 31, 2023
(in thousands)	Iliad		Uptown		Streeterville 2		Streeterville Note
Beginning fair value of Level 3 liability	$	—	$	—	$	—	$	7,839
Additions		6,580		7,478		6,154		—
Exchanges		(789)		—		—		—
Settlements		—		(1,444)		—		—
Change in fair value		1,071		1,439		661		1,954
Ending fair value of Level 3 liability	$	6,862	$	7,473	$	6,815	$	9,793


	Year Ended
	December 31, 2022
(in thousands)	Iliad		Uptown		Streeterville 2		Streeterville Note
Beginning fair value of Level 3 liability	$	—	$	—	$	—	$	7,819
Additions		—		—		—		—
Settlements		—		—		—		—
Change in fair value		—		—		—		20
Ending fair value of Level 3 liability	$	—	$	—	$	—	$	7,839

The fair value of the Streeterville Note recognized as a Level 3 liability at the date of issuance and as of December 31, 2023 amounted to $7.8 million and $9.8 million, respectively. The fair value of the remaining Level 3 liabilities at the election date and as of December 31, 2023 amounted to $20.2 million and $21.0 million. The fair values were based on the weighted average discounted expected future cash flows representing the terms of the notes, discounting them to their present value equivalents. The notes were classified as Level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including the Company’s own credit risk.

The Company determined and performed the valuations with the assistance of an independent valuation service provider. On a quarterly basis, the Company considers the main Level 3 inputs for the hybrid instrument used derived as follows:

●

Discount rate which was determined using a comparison of various effective yields on bonds as of the valuation date

●

Market indications for vouchers, which affect the Return Bonus from the sale of Tropical Disease Priority Review Voucher (“TDPRV”)

●

Weighted probability of cash outflows which was estimated based on the entity's knowledge of the business and how the current economic environment is likely to impact the timing of the cash outflows, attributed to the different repayment features of the notes.

The following table summarizes the quantitative information about the significant unobservable inputs used in Level 3 fair value measurement of the hybrid instrument:


	Range of Inputs
	(probability-weighted average)		Relationship of unobservable inputs
Unobservable Inputs	2023	2022	to fair value
Risk Adjusted Discount Rate	9.02%-24.59% (24.59%)	11.53%-26.06% (26.06%)	If discount rate is adjusted to total of additional 100 basis points (bps), fair value would have decreased by $398,000. If discount rate is adjusted to total deduction of 100 bps, fair value would have increased by $398,000.
Sales Proceeds: Amount of comparable TDPRV	$67.5 million to $350 million ($100 million)	$67.5 million to $350 million ($100 million)	If expected cash flows by Management considered the lowest amount of market indications for vouchers, FV would have decreased by $1.34 million. If expected cash flows by Management considered the highest amount of market indications for vouchers, FV would have increased by $10.38 million.
Range of Probability for Timing of Cash Flows: Variations of the terms and conditions of the timing of cash flows, including settlement of the note principal, interest, penalties, and acceleration clause.	0.10%-73.27%	0.39%-46.55%	If expected cash flows by Management considered the Scenario with the least amount of indicated value, FV would have decreased by $227,000. If expected cash flows by Management considered the scenario with the greatest amount of indicated value, FV would have increased by $3.18 million.

For the additional notes designated at FVO that are freestanding, the Company considers only the discount rate which was determined using a comparison of various effective yields on bonds as of valuation date.

The following table summarizes the quantitative information about the significant unobservable inputs used in Level 3 fair value measurement for the remaining instruments that are classified as freestanding:


	Range of Inputs
	(probability-weighted average)		Relationship of unobservable inputs
Unobservable Inputs	2023	2022	to fair value
Risk Adjusted Discount Rate	9.02%-26.59% (26.59%)	—	If discount rate is adjusted to total of additional 100 basis points (bps), fair value would have decreased by ($583,464). If discount rate is adjusted to total deduction of 100 bps, fair value would have increased by $600,531.

Fair Value Option

The Company elected to apply the FVO accounting to certain freestanding instruments and to the entire class of hybrid instruments, including structured notes, of which there are assessed embedded derivatives that would be eligible for bifurcation, to align the measurement attributes of those instruments under US GAAP and to simplify the accounting model applied to these financial instruments.

The valuations of these instruments were predominantly driven by the discount rate and the derivative features embedded within the instruments. The Company determined and performed the valuations of the freestanding and hybrid instruments with the assistance of an independent valuation service provider. The valuation methodology utilized is consistent with the income approach for estimating the fair value of the interest-bearing portion of the instruments and the related derivatives. Cash flows of the financial instruments in their entirety, including the embedded derivatives, are discounted at an appropriate rate for the applicable duration of the instrument.

Interests on the interest-bearing portion of the instruments that are held to maturity and mark-to-market adjustments are aggregated in the change in fair value of freestanding and hybrid financial instruments designated at FVO in the consolidated statements of operations.

For the year ended December 31, 2023 and 2022, the Company did not note any fair value movement on FVO liabilities attributable to any instrument-specific credit risk, which should be recorded in other comprehensive income (loss).

The following table summarizes the fair value and unpaid principal balance for items the Company accounts under FVO:


(in thousands)	Fair value		Unpaid Principal Balance		Accrued Interest		Fair Value Over (Under) Outstanding Balance
At December 31, 2023
Iliad	$	6,862	$	7,292	$	3,621	$	(4,051)
Uptown		7,473		7,994		4,058		(4,579)
Streeterville 2		6,815		10,273		950		(4,408)
Streeterville Note		9,793		6,000		546		3,247


(in thousands)	Fair value		Unpaid Principal Balance		Accrued Interest		Fair Value Over (Under) Outstanding Balance
At December 31, 2022
Streeterville Note	$	7,839	$	6,000	$	390	$	1,449

- Definition

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

+ References + Details

Balance Sheet Components - Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Land, Property and Equipment
Total property and equipment at cost	$ 961,000	$ 961,000
Accumulated depreciation	(465,000)	(404,000)
Property and equipment, net	496,000	557,000
Depreciation and amortization expense	61,000	171,000
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	477,000	477,000
Software
Land, Property and Equipment
Total property and equipment at cost	63,000	63,000
Furniture and fixtures
Land, Property and Equipment
Total property and equipment at cost	18,000	18,000
Computers and peripherals
Land, Property and Equipment
Total property and equipment at cost	$ 7,000	$ 7,000

Commitments and Contingencies - Commitments (Details)									1 Months Ended						12 Months Ended
Commitments and Contingencies - Commitments (Details)	Oct. 25, 2023 USD ($) ft²	Jan. 25, 2022 USD ($)	Jan. 25, 2022 EUR (€)	Dec. 22, 2021 USD ($) item	Dec. 22, 2021 EUR (€) item	Oct. 07, 2021 USD ($)	Oct. 07, 2021 EUR (€)	Apr. 06, 2021 USD ($) ft²	Nov. 30, 2022 USD ($) item	Nov. 30, 2022 EUR (€) item	Oct. 31, 2022 USD ($) item	Oct. 31, 2022 EUR (€) item	May 31, 2022 USD ($) item	May 31, 2022 EUR (€) item	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 24, 2023	Jan. 26, 2022
Commitments and Contingencies
Lease expense under non-cancelable operating lease		$ 4,200	€ 4,000
Total deposit paid		9,500	9,000
Cash paid for operating lease liabilities recognized under operating cash flows															$ 394,000	$ 315,000
Recognition of operating lease - right-of-use asset and operating lease liability															30,000	365,000
Lease modification															441,000	0
General and administrative expense
Commitments and Contingencies
Lease cost															$ 821,000	$ 629,000
If contracts are terminated within 12 months
Commitments and Contingencies
Lease expense under non-cancelable operating lease		$ 4,000	€ 3,817
Office space sub lease
Commitments and Contingencies
Area (in square feet) \| ft²								10,526
Extension period								3 years
Lease term								3 years
Monthly base rent for first twelve months								$ 42,000
Monthly base rent for subsequent twelve months								43,000
Monthly base rent for final 12 months								$ 45,000
Leased office premises
Commitments and Contingencies
Extension period																		20 months
Leased vehicle
Commitments and Contingencies
Lease term									48 months	48 months	48 months	48 months
Number of vehicles on lease \| item									2	2	3	3
Monthly base rent									$ 1,500	€ 1,459	$ 2,200	€ 2,094
Office lease agreement \| Leased office premises
Commitments and Contingencies
Extension period																		20 months
Lease expense under non-cancelable operating lease						$ 10,500	€ 10,000
Total deposit paid						$ 21,000	€ 20,000
Office lease agreement \| Suite 400
Commitments and Contingencies
Area (in square feet) \| ft²	5,735
Monthly base rent for first two years	$ 18,000
Monthly base rent for third and fourth year	18,000
Monthly base rent for fifth and sixth year	19,000
Monthly base rent for seventh and eighth year	20,000
Monthly base rent for ninth year	$ 21,000
Office lease agreement \| Suite 600
Commitments and Contingencies
Area (in square feet) \| ft²	5,263
Monthly base rent for remaining term	$ 22,000
Option to extend the lease	true
Office lease agreement \| Suite 600 \| Minimum
Commitments and Contingencies
Extension period	1 year																1 year
Office lease agreement \| Suite 600 \| Maximum
Commitments and Contingencies
Extension period	5 years																3 years
Arval Service Lease Italia Spa agreement \| Leased vehicle
Commitments and Contingencies
Lease term				48 months	48 months
Lease expense under non-cancelable operating lease				$ 2,100	€ 2,000
Total deposit paid				$ 20,000	€ 19,000
Number of vehicles on lease \| item				2	2
Vehicle lease agreement \| Leased vehicle
Commitments and Contingencies
Lease term													48 months	48 months
Lease expense under non-cancelable operating lease													$ 880	€ 833
Total deposit paid													$ 22,000	€ 21,000
Number of vehicles on lease \| item													1	1

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

5. Commitments and Contingencies

Commitments

Leases

On April 6, 2021, the Company entered into an office lease agreement of approximately 10,526 square feet of office space in San Francisco, inclusive of office space covered under the previous sublease agreement. The term of the lease began on September 1, 2021 and will expire on February 28, 2025, unless terminated earlier. The lease had an early occupancy provision which entitled the Company to use a portion of the leased premises on June 1, 2021, free of rent obligation. In addition, the Company has the option to extend the lease for one three-year period after the expiration date. This option was not included as part of the lease term as the Company was not reasonably certain to exercise it, hence the lease term only includes the noncancellable period of three years plus the period of early occupancy.

The base rents under the lease were $42,000 monthly for the first 12 months, $43,000 monthly for the next 12 months and $45,000 for the last twelve months. The lease agreement only contained one lease component, that is, the lease of the office space. Non-lease components such as payment of building operating costs and share in real property taxes were accounted for separately and were not considered as part of the total lease payments. The lease was classified as an operating lease.

On October 7, 2021, the Company entered into an agreement for the lease of office premises, one located on the 4^th floor of the building (“Suite 400”) and the other one on the 6^th floor (“Suite 600”), from November 1, 2021 to April 30, 2022, subject to automatic renewal for subsequent periods until terminated by either party. Base rent amounted to €10,000 or approximately $10,500. If the contract is not terminated within 12 months, the lease amount will be increased in line with the index of relevant inflation at each annual expiration of the start date of the contract. The lessor has the right to decline the renewal of the contract. Upon the happening of certain specified events, the lessor may immediately withdraw from the contract. The Company is required to leave the occupied spaces immediately in the same condition in which they were found in the event of contract termination or expiry. The Company paid a deposit of €20,000, or approximately $21,000, to the lessor. On January 26, 2022, the lease agreement was amended whereby the term was extended by 20 months from May 1, 2022 to December 31, 2023. All other contract provisions remained the same.

On October 25, 2023, the Company entered into a second amendment to extend the lease of the office premises whereby Suite 600 shall extend until February 28, 2025, while, the Suite 400 shall be accounted for as a separate lease commencing on September 1, 2023, and expiring on August 31, 2030. Under the second lease amendment, the office lease premises were separately remeasured with Suite 400 measuring approximately 5,735 square feet while Suite 600 at 5,263 square feet. The base rent for Suite 400 was $18,000 monthly on the first two years, $18,000 monthly on the third and fourth year, $19,000 monthly on the fifth and sixth year, $20,000 monthly on the seventh and eighth year and $21,000 on the last year. Accordingly, the Suite 600’s base rent was amended into $22,000 monthly on its remaining terms. The option to renew at the end of the lease term was amended into one-to-five-year period from the original one-to-three-year period. All other contract provisions remained the same.

On October 10, 2021, the Company also entered into a short-term office lease in Milan, Italy. The term of the lease began on November 1, 2021, subject to automatic renewal equal to the present term until terminated by mutual agreement. On January 26, 2022, the lease agreement was amended whereby the term was extended by 20 months from May 1, 2022 to December 31, 2023. On September 12, 2023, the Company entered into a second lease amendment whereby the term was extended by another year from January 1, 2024 to December 31, 2024. The Company recognizes rent expense on a straight-line basis over the non-cancellable lease period.

On December 22, 2021, the Company entered into an agreement for the lease of two separate vehicles for 48 months expiring on November 30, 2025. Total monthly lease payment amounted to €2,000 or approximately $2,100 payable in advance. The Company elected to include both the lease and non-lease components as a single component and account for it as a lease. The Company also paid a total deposit of €19,000 or approximately $20,000, exclusive of VAT. Early termination of the contracts requires the payment of specified amounts.

On January 25, 2022, the Company entered into an agreement for the lease of office premises from March 1, 2022 to December 31, 2023, subject to automatic renewal for subsequent periods until terminated by either party. Base rent amounted to €4,000 or approximately $4,200. A similar agreement was entered with the lessor for the lease of premises to be used as office space from November 1, 2022 to December 31, 2023, subject to automatic renewal for subsequent periods until terminated by either party. Base rent amounted to €3,817 or approximately $4,000. If the contracts are not terminated within 12 months, the lease amounts will be increased in line with the index of relevant inflation at each annual expiration of the start date of the contract. The lessor has the right to decline the renewal of the contracts. Upon the happening of certain specified events, the lessor may immediately withdraw from the contracts. The Company is required leave the occupied spaces immediately in the same conditions in which they were found in the event of contract termination or expiry. The Company paid a deposit of €9,000 or approximately $9,500 to the Lessor.

In May 2022, the Company entered into an agreement for the lease of one vehicle for 48 months expiring on April 30, 2026. Total monthly lease payment amounted to €833 or approximately $880 payable in advance. The Company elected to include both the lease and non-lease components as a single component and account for it as a lease. The Company also paid a total deposit of €21,000 or approximately $22,000, exclusive of VAT. Early termination of the contracts requires the payment of specified amounts.

In October 2022, the Company entered into an agreement for the lease of three vehicles for 48 months expiring on September 30, 2026. Total monthly lease payment amounted to €2,094 or approximately $2,200 payable in advance. The Company elected to include both the lease and non-lease components as a single component and account for it as a lease.

In November 2022, the Company entered into an agreement for the lease of two vehicles for 48 months expiring on October 31, 2026. Total monthly lease payment amounted to €1,459 or approximately $1,500 payable in advance. The Company elected to include both the lease and non-lease components as a single component and account for it as a lease.

The table below provided additional details of the office space lease presented in the consolidated balance sheet:


	December 31,		December 31,
	2023		2022
(in thousands)
Operating lease - right-of-use asset	$	1,176	$	1,140

Operating lease liability, current		348		483
Operating lease liability, net of current portion		886		725
Total	$	1,234	$	1,208

Weighted-average remaining life (years)		1.71		2.36
Weighted-average discount rate		16.82%		17.89%

Lease cost included in general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2023 and 2022 was approximately $821,000 and $629,000.

For the years ended December 31, 2023 and 2022, cash paid for operating lease liabilities recognized under operating cash flows amounted to $394,000 and $315,000, respectively. Non-cash investing and financing activities for the years ended December 31, 2023 and 2022 include addition to right-of-use asset obtained from new operating liabilities amounting to $30,000 and $365,000, respectively, and lease modification amounting to $441,000 and zero respectively.

The following table summarizes the undiscounted cash payment obligations for the operating lease liability:


	December 31,
	2023
(in thousands)
2024	$	562
2025		346
2026		266
2027		233
2028		240
2029		247
2030		168
Total undiscounted operating lease payments		2,062
Imputed interest expenses		(828)
Total operating lease liability		1,234
Less: Operating lease liability, current		348
Operating lease liability, net of current portion	$	886

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 US 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 500 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. As of December 31, 2023, the remaining commitment is 125 kilograms.

Master Services Agreement (“MSA”)

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. For the years ended December 31, 2023 and 2022, the Company paid Integrium $1.8 million and $1.9 million, respectively.

Asset Transfer and Transition Commitment

On September 25, 2017, Napo entered into the Termination, Asset Transfer and Transition Agreement dated September 22, 2017 with Glenmark. 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. For the years ended December 31, 2023 and 2022, the Company paid Glenmark $3.0 million and $2.6 million, respectively.

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.

Joint Venture - Magdalena Biosciences, Inc.

In January 2023, Jaguar and Filament Health (“Filament”), with Funding from One Small Planet, formed the US-based joint venture Magdalena Biosciences, Inc. (“Magdalena”). Magdalena’s focus is on the development of novel, natural prescription medicines derived from plants for mental health indications including, initially, attention-deficit/hyperactivity disorder (“ADHD”) in adults. The goal of the collaboration is to extend the botanical drug development capabilities of Jaguar and Filament in order to develop pharmaceutical-grade, standardized drug candidates for mental health disorders, and to partner with a potential future licensee to develop and commercialize these novel plant-based drugs. This venture aligns with Jaguar's mental health Entheogen Therapeutics Initiative (“ETI”) and Filament's corporate mission to develop novel, natural prescription medicines from plants. Magdalena

will leverage Jaguar's proprietary medicinal plant library and Filament's proprietary drug development technology. Jaguar’s library of 2,300 highly characterized medicinal plants and 3,500 plant extracts, all from firsthand ethnobotanical investigation by Jaguar and members of the ETI Scientific Strategy Team, is a key asset Jaguar has generated over 30 years that bridges the knowledge of traditional healers and Western medicine. Magdalena holds an exclusive license to plants and plant extracts in Jaguar's library, not including any sources of crofelemer or NP-300, for specific indications and is in the process of identifying plant candidates in the library that may prove beneficial for addressing indications such as ADHD.

The Company accounted for its 40% investment in Magdalena under the equity method. The summarized income statement information for the year ended December 31, 2023 of Magdalena is as follows:


	Year ended
	December 31,
	2023
(in thousands)
Revenue	$	—
Operating expenses		(128)
Loss before income tax		(128)
Income tax expense		—
Net loss	$	(128)
Net loss attributable to the Company	$	(51)

Contingencies

From time to time, the Company maybe a party to various legal actions, both inside and outside the US, arising in the ordinary course of its business or otherwise. The Company accrues amounts, to the extent they can be reasonably estimated, that the Company believes will result in a probable loss (including, among other things, probable settlement value), to adequately address any liabilities related to legal proceedings and other loss contingencies. A loss or a range of loss is disclosed when it is reasonably possible that a material loss will incur and can be estimated, or when it is reasonably possible that the amount of a loss, when material, will exceed the recorded provision. The Company did not have any material accruals for any currently active legal action in its consolidated balance sheets as of December 31, 2023, as the Company could not predict the ultimate outcome of these matters, or reasonably estimate the potential exposure.

Fair Value Measurements - Fair Value Option - Hybrid Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	$ 31,000	$ 7,800
Accrued Interest	719	5,489
Iliad
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	6,862
Unpaid Principal Balance	7,292
Accrued Interest	3,621
Fair Value Over (Under) Unpaid Prepaid Balance	(4,051)
Uptown
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	7,473
Unpaid Principal Balance	7,994
Accrued Interest	4,058
Fair Value Over (Under) Unpaid Prepaid Balance	(4,579)
Streeterville 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	6,815
Unpaid Principal Balance	10,273
Accrued Interest	950
Fair Value Over (Under) Unpaid Prepaid Balance	(4,408)
Streeterville Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	9,793	7,839
Unpaid Principal Balance	6,000	6,000
Accrued Interest	546	390
Fair Value Over (Under) Unpaid Prepaid Balance	$ 3,247	$ 1,449

Warrants - Agreements 2 (Details)	May 08, 2023 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares	Nov. 08, 2023 $ / shares	Sep. 29, 2023 USD ($) $ / shares shares	Aug. 14, 2023 USD ($) $ / shares shares	Jun. 30, 2023 $ / shares shares	May 10, 2023 $ / shares shares	Dec. 31, 2022 $ / shares
Share Price			$ 1.00				$ 1.00
Term of warrant					5 years
PIPE Purchase Agreement
Exercise price (in dollars per share)	$ 0.48
Proceeds from Issuance of Private Placement \| $	$ 1,860,000
Term of warrant	5 years
Standstill Agreement
Exercise price (in dollars per share)	$ 0.48
Warrants \| $	$ 2,500,000
Share Price	$ 0.73
Standstill Agreement \| Risk free rate
Warrants - Measurement input	0.0349
PIPE Amendment Warrants
Warrants to purchase shares of Common stock \| shares					685,000
Exercise price (in dollars per share)					$ 0.48
Warrants \| $					$ 1,200,000
Share Price					$ 0.72
PIPE Amendment Warrants \| Volatility
Warrants - Measurement input					1.4595
PIPE Amendment Warrants \| Risk free rate
Warrants - Measurement input					0.0337
Royalty Interest Global Amendment Warrants
Exercise price (in dollars per share)				$ 0.37
Warrants \| $				$ 173,000
Share Price				$ 0.26
Term of warrant				5 years
Royalty Interest Global Amendment Warrants \| Volatility
Warrants - Measurement input				1.3953
Royalty Interest Global Amendment Warrants \| Risk free rate
Warrants - Measurement input				0.046
Underwriter warrants
Exercise price (in dollars per share)		$ 0.24						$ 1.47
Series G Preferred Stock \| PIPE Purchase Agreement
Number of shares issued \| shares	137
Common stock, par value (in dollars per share)	$ 0.0001
Warrants to purchase shares of Common stock \| shares	6,850,000						6,850,000
Standstill Warrants \| Volatility
Warrants - Measurement input	1.1888
Standstill Warrants \| Standstill Agreement
Exercise price (in dollars per share)	$ 0.48					$ 0.48
Term of warrant	5 years
Iliad Warrants \| Standstill Agreement
Warrants to purchase shares of Common stock \| shares	826,738					1,711,954
Iliad Warrants \| Royalty Interest Global Amendment Warrants
Warrants to purchase shares of Common stock \| shares				232,500
Uptown warrants \| Standstill Agreement
Warrants to purchase shares of Common stock \| shares	1,097,756					2,105,348
Uptown warrants \| Royalty Interest Global Amendment Warrants
Warrants to purchase shares of Common stock \| shares				262,500
Streeterville Warrants \| Standstill Agreement
Warrants to purchase shares of Common stock \| shares	1,892,808
Streeterville Warrants \| Royalty Interest Global Amendment Warrants
Warrants to purchase shares of Common stock \| shares				255,000
Exercise price (in dollars per share)				$ 0.37

Commitments and Contingencies - Revenue Sharing Commitment Update, Joint Venture and Legal Proceedings (Details)		1 Months Ended	12 Months Ended
	Dec. 14, 2017	Jan. 31, 2023 Plant	Dec. 31, 2023 USD ($)
Long-term Purchase Commitment [Line Items]
Number of highly characterized medicinal plants		2,300
Number of plant extracts		3,500
Magdalena Biosciences, Inc.
Long-term Purchase Commitment [Line Items]
Percentage of equity method investment			40.00%
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%
Payments made to date to SEED \| $			$ 0

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Apr. 01, 2024	Jun. 30, 2023
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-36714
Entity Registrant Name	JAGUAR HEALTH, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-2956775
Entity Address, Address Line One	200 Pine Street, Suite 400
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94104
City Area Code	415
Local Phone Number	371-8300
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 Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 9.9
Auditor Name	RBSM LLP
Auditor Firm ID	587
Auditor Location	Larkspur, California
Entity Central Index Key	0001585608
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Common stock - voting
Document and Entity Information
Entity Common Stock, Shares Outstanding		276,216,260
Common stock - non-voting
Document and Entity Information
Entity Common Stock, Shares Outstanding		9

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Balance Sheet Components

Schedule of inventory


	December 31,		December 31,
	2023		2022
(in thousands)
Raw material	$	2,057	$	2,101
Work in process		6,517		3,599
Finished goods		615		1,324
Inventory	$	9,189	$	7,024

Schedule of property and equipment


	December 31,		December 31,
	2023		2022
(in thousands)
Land	$	396	$	396
Lab equipment		477		477
Software		63		63
Furniture and fixtures		18		18
Computers and peripherals		7		7
Total property and equipment at cost		961		961
Accumulated depreciation		(465)		(404)
Property and equipment, net	$	496	$	557

Schedule of intangible assets


	December 31,		December 31,
	2023		2022
(in thousands)
Developed technology	$	25,000	$	25,000
Accumulated developed technology amortization		(10,694)		(9,028)
Developed technology, net		14,306		15,972
In-process research and development		4,800		4,800
In process research and development, net		4,800		4,800
Trademarks		300		300
Accumulated trademark amortization		(128)		(108)
Trademarks, net		172		192
Internal use software costs - registry		1,236		1,236
Accumulated internal use software costs impairment		(371)		—
Accumulated internal use software costs amortization		(370)		(122)
Internal use software costs - registry, net		495		1,114
Patents		361		361
Accumulated patents amortization		(18)		—
Patents, net		343		361
Total intangible assets, net	$	20,116	$	22,439

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


(in thousands)	Amounts
2024	$	1,952
2025		1,952
2026		1,952
2027		1,952
2028		1,952
Thereafter		5,556
	$	15,316

Schedule of accrued Liabilities


	December 31,		December 31,
(in thousands)	2023		2022
Accrued interest	$	719	$	5,489
Accrued vacation		377		310
Accrued payroll and commission		208		263
Accrued audit and tax services		162		575
Accrued local tax		122		9
Accrued legal costs		117		36
Accrued chargebacks and discounts		68		—
Accrued payroll tax		8		1
Accrued other		2,017		1,482
Total	$	3,798	$	8,165

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Balance Sheet Components

Balance Sheet Components

6. Balance Sheet Components

Inventory

Inventory at December 31, 2023 and 2022 consisted of the following:


	December 31,		December 31,
	2023		2022
(in thousands)
Raw material	$	2,057	$	2,101
Work in process		6,517		3,599
Finished goods		615		1,324
Inventory	$	9,189	$	7,024

Prelaunch Inventory

Costs capitalized for the Company’s lyophilized drug amounting to $2.8 million and $2.1 million as of December 31, 2023, and 2022 are included in the prepayments and other assets account. The Company’s
proof-of-concept (“POC”) data is expected to be completed by the end of 2024. Upon approval, the prelaunch inventory shall be reclassified as part of the Company’s inventory.

Property and Equipment, net

Property and equipment at December 31, 2023 and 2022 consisted of the following:


	December 31,		December 31,
	2023		2022
(in thousands)
Land	$	396	$	396
Lab equipment		477		477
Software		63		63
Furniture and fixtures		18		18
Computers and peripherals		7		7
Total property and equipment at cost		961		961
Accumulated depreciation		(465)		(404)
Property and equipment, net	$	496	$	557

Depreciation and amortization expense was $61,000 and $171,000 for the years ended December 31, 2023 and 2022, respectively.

Intangible assets, net

Intangible assets, net of amortization, at December 31, 2023 and 2022 consisted of the following:


	December 31,		December 31,
	2023		2022
(in thousands)
Developed technology	$	25,000	$	25,000
Accumulated developed technology amortization		(10,694)		(9,028)
Developed technology, net		14,306		15,972
In-process research and development		4,800		4,800
In process research and development, net		4,800		4,800
Trademarks		300		300
Accumulated trademark amortization		(128)		(108)
Trademarks, net		172		192
Internal use software costs - registry		1,236		1,236
Accumulated internal use software costs impairment		(371)		—
Accumulated internal use software costs amortization		(370)		(122)
Internal use software costs - registry, net		495		1,114
Patents		361		361
Accumulated patents amortization		(18)		—
Patents, net		343		361
Total intangible assets, net	$	20,116	$	22,439

Amortization expense of finite-lived intangible assets was $2.0 million and $1.8 million for the years ended December 31, 2023 and 2022, respectively.

During 2023, the Company experienced lower-than-anticipated sales growth for Canalevia and Neonorm, its two primary animal health products. This triggered a reevaluation of the carrying value of the entire asset group associated with these products. Based on the evaluation, the Company determined that the internal use software costs - registry carrying value of $866,000, was no longer recoverable. For the year ended December 31, 2023, The Company wrote the internal use software costs – registry down to its estimated fair value of $495,000 and recognized an impairment loss on intangible asset of $371,000. No assets were determined to be impaired as at December 31, 2022.

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2023:


(in thousands)	Amounts
2024	$	1,952
2025		1,952
2026		1,952
2027		1,952
2028		1,952
Thereafter		5,556
	$	15,316

Accrued Liabilities

Accrued liabilities at December 31, 2023 and 2022 consisted of the following:


	December 31,		December 31,
(in thousands)	2023		2022
Accrued interest	$	719	$	5,489
Accrued vacation		377		310
Accrued payroll and commission		208		263
Accrued audit and tax services		162		575
Accrued local tax		122		9
Accrued legal costs		117		36
Accrued chargebacks and discounts		68		—
Accrued payroll tax		8		1
Accrued other		2,017		1,482
Total	$	3,798	$	8,165

Other accrued liabilities as of December 31, 2023 and 2022 largely consist of consultancy fees, contract fees and scientific advisory board fees.

Summary of Significant Accounting Policies - Non-Controlling Interest (Details) $ in Thousands, € in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2023 EUR (€)	Dec. 31, 2022
Increase in non-controlling interest due to additional investment from outsiders	$ 1,230	€ 1.1
Napo Therapeutics
Percentage of ownership interest by parent	88.00%	88.00%	90.00%
Private Investors
Percentage of ownership interest by non-controlling owners	12.00%	12.00%	10.00%

Debt - Sale of Future Royalty Interest (Details)																								12 Months Ended
Debt - Sale of Future Royalty Interest (Details)	Dec. 28, 2023 USD ($) shares	Sep. 29, 2023 USD ($) $ / shares shares	Jun. 28, 2023 USD ($) shares	May 08, 2023 USD ($) item $ / shares shares	Mar. 23, 2023 USD ($) shares	Mar. 17, 2023 USD ($) shares	Nov. 18, 2022 USD ($) shares	Sep. 30, 2022 USD ($) shares	Aug. 24, 2022 USD ($)	Aug. 17, 2022 USD ($) $ / shares shares	Jul. 25, 2022 USD ($) shares	May 13, 2022 USD ($) shares	Apr. 14, 2022 USD ($)	Mar. 09, 2022 USD ($) shares	Mar. 04, 2022 USD ($) shares	Mar. 02, 2022 USD ($) shares	Feb. 11, 2022 USD ($) shares	Apr. 13, 2021 USD ($) shares	Mar. 08, 2021 USD ($)	Dec. 22, 2020 USD ($)	Nov. 13, 2020 USD ($)	Oct. 31, 2020 USD ($) $ / shares	Oct. 08, 2020 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Aug. 14, 2023	Jun. 30, 2023 $ / shares shares	Nov. 01, 2020 $ / shares
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt																								$ 3,697,000	$ (2,187,000)
Term of warrant																										5 years
Fair value																								31,000,000.0	7,800,000
Iliad
Debt Instrument [Line Items]
Royalties incurred					$ 227,000	$ 992,000	$ 715,000				$ 750,000	$ 400,000		$ 700,000	$ 800,000	$ 1,100,000	$ 2,400,000	$ 3,000,000.0
Issuance of common stock (In shares) \| shares	4,875,000				3,733	14,533	73,333				31,546	15,249		24,667	26,667	32,333	23,117	7,843
Series H convertible preferred stock \| Streeterville
Debt Instrument [Line Items]
Royalty interest			$ 756,992
Aggregate shares value			757,000
Series I convertible preferred stock
Debt Instrument [Line Items]
Issuance of common stock (In shares) \| shares		118
Beginning on March 2021
Debt Instrument [Line Items]
Shortfall restoration period																			30 days
October 2020 Purchase Agreement
Debt Instrument [Line Items]
Royalties paid																							$ 12,000,000.0
Aggregate purchase price																							$ 6,000,000.0
Percentage of net sales																							10.00%
Percentage of worldwide revenues																							10.00%
Royalty interest																							$ 12,000,000.0
Royalty discount																							$ 6,000,000.0
Royalty discount rate																		77.09%			45.42%		34.51%
Minimum volume weighted average price of stock \| $ / shares																						$ 0.9105						$ 0.9105
Increase in royalty repayment amount																						$ 6,000,000.0
Additional royalty financings committed																					$ 6,000,000.0
Gain (loss) on extinguishment of debt														$ (2,200,000)										2,000,000.0
October 2020 Purchase Agreement \| Iliad
Debt Instrument [Line Items]
Principal amount													$ 12,000,000.0
Fair value of notes																								6,900,000
Net loss in the fair value																								$ (1,100,000)
October 2020 Purchase Agreement \| Iliad \| Minimum
Debt Instrument [Line Items]
Percentage of shares issued and outstanding													4.99%
October 2020 Purchase Agreement \| Beginning On April 2021
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount																							$ 250,000
Royalty discount rate																								74.59%
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]
Aggregate purchase price																				$ 6,000,000.0
Percentage of net sales																				10.00%
Percentage of worldwide revenues																				10.00%
Minimum monthly royalty repayment amount																				$ 750,000
Royalty interest																				12,000,000.0
Royalty discount																				$ 6,000,000.0
Royalty discount rate																				23.70%
Gain (loss) on extinguishment of debt																								$ 2,700,000
Number of shares to be exchanged \| shares				1,908,651
Partitioned Royalty				$ 1,073,807
December 2020 Purchase Agreement \| Iliad
Debt Instrument [Line Items]
Principal amount													$ 12,000,000.0
December 2020 Purchase Agreement \| Uptown Park Capital, LLC
Debt Instrument [Line Items]
Fair value of notes																								7,500,000
Net loss in the fair value																								1,400,000
December 2020 Purchase Agreement \| Series H convertible preferred stock \| Uptown Park Capital, LLC
Debt Instrument [Line Items]
Aggregate shares value			1,700,000
December 2020 Purchase Agreement \| Series I convertible preferred stock \| Uptown Park Capital, LLC
Debt Instrument [Line Items]
Aggregate shares value		$ 1,500,000.00
March 2021 Purchase Agreement
Debt Instrument [Line Items]
Aggregate purchase price																			$ 5,000,000.0
Percentage of net sales																			10.00%
Percentage of worldwide revenues																			10.00%
Royalty discount rate																			19.36%
Threshold price																			$ 10,000,000.0
Percentage of royalties collected from licenses																			50.00%
Interest expense																								2,100,000	1,900,000
Carrying value of notes																								$ 4,600,000	$ 3,100,000
March 2021 Purchase Agreement \| Iliad
Debt Instrument [Line Items]
Principal amount													$ 10,000,000.0
March 2021 Purchase Agreement \| Streeterville
Debt Instrument [Line Items]
Aggregate purchase price										$ 3,400,000
Royalty interest								$ 2,000,000.0
Royalty discount rate																								53.85%
Royalties incurred								$ 2,000,000.0
Issuance of common stock (In shares) \| shares								156,863		153,333,000,000
Common stock, par value (in dollars per share) \| $ / shares										$ 0.0001
March 2021 Purchase Agreement \| Beginning on March 2021
Debt Instrument [Line Items]
Royalty interest																			$ 10,000,000.0
Royalty discount																			5,000,000.0
March 2021 Purchase Agreement \| Beginning On April 2021
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount																			$ 250,000
Increase in royalty repayment, percent																			5.00%
March 2021 Purchase Agreement \| Beginning On October 2021
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount																			$ 400,000
March 2021 Purchase Agreement \| Beginning On April 2022
Debt Instrument [Line Items]
Increase in royalty repayment, percent																			10.00%
Royalty instrument, Debt instrument carrying value																			$ 600,000
March 2021 Purchase Agreement \| Beginning On October 2022
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount																			$ 750,000
August 2022 Purchase Agreement
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt																								$ (1,000,000.0)
Fair value																								6,800,000
August 2022 Purchase Agreement \| Streeterville
Debt Instrument [Line Items]
Aggregate purchase price									$ 4,000,000.0
Percentage of net sales									10.00%
Percentage of worldwide revenues									10.00%
Royalty interest									$ 12,000,000.0
Royalty discount rate									55.97%
Percentage of royalties collected from licenses									50.00%
August 2022 Purchase Agreement \| Until One Year Anniversary \| Streeterville
Debt Instrument [Line Items]
Accrued interest rate on royalty									5.00%
August 2022 Purchase Agreement \| After One Year Anniversary \| Streeterville
Debt Instrument [Line Items]
Accrued interest rate on royalty									10.00%
August 2022 Purchase Agreement \| Beginning On September 2022 \| Streeterville
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount									$ 250,000
August 2022 Purchase Agreement \| Beginning On March 2023 \| Streeterville
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount									400,000
August 2022 Purchase Agreement \| Beginning On September 2023 \| Streeterville
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount									600,000
August 2022 Purchase Agreement \| Beginning On March 2024 \| Streeterville
Debt Instrument [Line Items]
Minimum monthly royalty repayment amount									$ 750,000
Standstill Agreement
Debt Instrument [Line Items]
Number of royalty interests issued \| item				4
Agreement term				6 months
Exercise price (in dollars per share) \| $ / shares				$ 0.48
Standstill Agreement \| Streeterville Warrants
Debt Instrument [Line Items]
Warrants to purchase shares of Common stock \| shares				1,892,808
Standstill Agreement \| Iliad Warrants [Member]
Debt Instrument [Line Items]
Warrants to purchase shares of Common stock \| shares				826,738																							1,711,954
Standstill Agreement \| Uptown warrants
Debt Instrument [Line Items]
Warrants to purchase shares of Common stock \| shares				1,097,756																							2,105,348
Standstill Agreement \| Standstill Warrants [Member]
Debt Instrument [Line Items]
Exercise price (in dollars per share) \| $ / shares				$ 0.48																							$ 0.48
Term of warrant				5 years
Standstill Agreement \| Series H convertible preferred stock \| Streeterville
Debt Instrument [Line Items]
Royalty interest			$ 1,726,888
Number of shares to be exchanged \| shares			105
Global Amendment No 2 to Royalty Interest October 2020 Purchase Agreement \| Iliad
Debt Instrument [Line Items]
Warrants to purchase shares of Common stock \| shares		232,500
Exercise price (in dollars per share) \| $ / shares		$ 0.37
Threshold monthly royalty payment payable		$ 750,000.00
Term of warrant		5 years
Global Amendment No 2 to Royalty Interest October 2020 Purchase Agreement \| Streeterville Warrants
Debt Instrument [Line Items]
Net loss in the fair value																								$ 661,000,000,000
Global Amendment No 2 to Royalty Interest December, 2020 Purchase Agreement \| Uptown Park Capital, LLC
Debt Instrument [Line Items]
Warrants to purchase shares of Common stock \| shares		262,500
Exercise price (in dollars per share) \| $ / shares		$ 0.37
Threshold monthly royalty payment payable		$ 750,000.00
Term of warrant		5 years
Global Amendment No 2 to Royalty Interest August, 2022 Purchase Agreement \| Streeterville
Debt Instrument [Line Items]
Warrants to purchase shares of Common stock \| shares		255,000
Exercise price (in dollars per share) \| $ / shares		$ 0.37
Threshold monthly royalty payment payable		$ 750,000.00
Term of warrant		5 years
October 2020 royalty interest agreements \| Iliad
Debt Instrument [Line Items]
Aggregate shares value	$ 789,000

Commitments and Contingencies - Purchase Commitment (Details) - Manufacturing and Supply Agreement with Glenmark Life Sciences Limited - kg		12 Months Ended
	Sep. 03, 2020	Dec. 31, 2023
Purchase Commitment
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
Number of remaining commitments of kilograms		125
Minimum
Purchase Commitment
Number of kilograms of crofelemer per year per agreement	500

Organization and Business

12 Months Ended

Dec. 31, 2023

Organization and Business

Organization and Business

1. Organization and Business

Jaguar Health, Inc. (“Jaguar” or the “Company”) was founded in San Francisco, California as a Delaware corporation on June 6, 2013 (inception). The Company was a majority-owned subsidiary of Napo Pharmaceuticals (“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 prescription and non-prescription products for companion animals.

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 including the ongoing development of crofelemer and commercialization of Mytesi.

On March 15, 2021, Jaguar established Napo EU S.p.A (which changed its name in December 2021 to “Napo Therapeutics”) in Milan, Italy as a subsidiary of Napo. Napo Therapeutics’ core mission is to provide access to crofelemer in Europe to address significant rare/orphan disease indications, including, initially, two key orphan target indications: Short bowel syndrome (“SBS”) with intestinal failure and congenital diarrheal disorders (“CDD”).

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 May 10, 2023, the Company received a letter from the Staff of Nasdaq indicating that the bid price for the Company’s common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2).

Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180-calendar day grace period, or until November 6, 2023, to regain compliance with the minimum bid price requirement. The continued listing standard will be met if the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar-day grace period. In order for Nasdaq to consider granting the Company additional time beyond November 6, 2023, the Company would be required, among other things, to meet the continued listing requirement for the market value of publicly held shares as well as all other standards for initial listing on Nasdaq, with the exception of the minimum bid price requirement. If measured today, the Company would qualify for Nasdaq’s consideration of an extension because the Company currently has stockholders’ equity of at least $2.5 million. In the event the Company does not regain compliance with the $1.00 bid price requirement by November 6, 2023, eligibility for Nasdaq’s consideration of a second 180-day day grace period would be determined on the Company’s compliance with the above referenced criteria on November 6, 2023.

On November 8, 2023, the Company received a formal notice from the Staff of Nasdaq granting the Company an additional 180-day grace period, through May 6, 2024 to regain compliance with the $1.00 bid price requirement for the continued listing on the Nasdaq Capital Market.

Liquidity and Going Concern

The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $308.2 million as of December 31, 2023. 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. There is no assurance that the Company will have adequate cash balances to maintain its operations.

Although the Company plans to finance its operations and cash flow needs through equity and/or debt financing, collaboration arrangements with other entities, license royalty agreements, joint ventures, as well as revenue from future product sales, the Company does not believe its current cash balances are sufficient to fund its operating plan through one year from the issuance of these consolidated financial statements. There can be no assurance that additional funding will be available to the Company on acceptable terms, or on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of our products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the ability to execute the Company’s business plan; accordingly, there is substantial doubt about the ability of the Company to continue in existence as a going concern. The accompanying audited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Preferred Stock - Series H Preferred Stock (Details) - USD ($)	Sep. 29, 2023	Jun. 28, 2023	Dec. 31, 2023	Nov. 14, 2023
Preferred stock, shares outstanding			178
Series H convertible preferred stock
Preferred stock, shares outstanding			0
Series H convertible preferred stock \| Uptown Park Capital, LLC \| December 2020 Purchase Agreement
Aggregate shares issued		32
Aggregate shares value		$ 1,700,000
Preferred stock, shares outstanding			0
Series H convertible preferred stock \| Streeterville
Aggregate shares value		$ 757,000
Series H convertible preferred stock \| Streeterville \| December 2020 Purchase Agreement
Aggregate shares issued		73
Series I convertible preferred stock
Preferred stock, shares outstanding			56
Series I convertible preferred stock \| Uptown Park Capital, LLC \| December 2020 Purchase Agreement
Aggregate shares issued	118
Aggregate shares value	$ 1,500,000.00
Preferred stock, shares outstanding				56

Income Taxes - Tax Credit Carryover (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
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

Preferred Stock (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Shares designated	7,534,834	7,534,474
Outstanding	178
Shares Authorized	10,000,000	10,000,000
Series A
Class of Stock [Line Items]
Shares designated	5,524,926	5,524,926
Outstanding	0
Series B
Class of Stock [Line Items]
Shares designated	11,000	11,000
Outstanding	0
Series B-1
Class of Stock [Line Items]
Shares designated	63	63
Outstanding	0
Series B-2
Class of Stock [Line Items]
Shares designated	10,165	10,165
Outstanding	0
Series C
Class of Stock [Line Items]
Shares designated	1,011,000	1,011,000
Outstanding	0
Series D
Class of Stock [Line Items]
Shares designated	977,300	977,300
Outstanding	0
Series E
Class of Stock [Line Items]
Shares designated	10	10
Outstanding	0
Shares Authorized	4,464,011
Series F
Class of Stock [Line Items]
Shares designated	10	10
Outstanding	0
Series G
Class of Stock [Line Items]
Shares designated	137
Outstanding	122
Series H convertible preferred stock
Class of Stock [Line Items]
Shares designated	105	0
Outstanding	0
Series I convertible preferred stock
Class of Stock [Line Items]
Shares designated	118	0
Outstanding	56

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Stockholders' Equity

10. Stockholders’ Equity

As of December 31, 2023 and 2022, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows:


	December 31,	December 31,
	2023	2022

Options issued and outstanding	26,262	26,533
Inducement options issued and outstanding	1,512	1,546
Options available for grant under stock option plans	626,342	122,978
Restricted stock unit awards issued and outstanding	2,708,136	44,865
Warrants issued and outstanding	11,424,807	7,505
Total	14,787,059	203,427

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.

At a special meeting of stockholders of Jaguar Health, Inc. (the “Company”) held on September 30, 2022 (the “Special Meeting”), the Company’s stockholders approved an amendment (the “Sixth Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation (the “COI”) to effect an increase in the number of authorized shares of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”), from 150,000,000 to 298,000,000 shares of Common Stock (the “Authorized Share Increase”) on September 30, 2022.

Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved the Authorized Share Increase and the filing of the Sixth Amendment to effectuate the Authorized Share Increase. On September 30, 2022, the Company filed the Sixth Amendment with the Secretary of State of the State of Delaware (the “DE Secretary of State”), and the Authorized Share Increase became effective in accordance with the terms of the Sixth Amendment immediately upon filing with the DE Secretary of State (the “Effective Time”).

The Company is now authorized to issue a total number of 352,475,074 shares, of which 298,000,000 shares are common stock, 50,000,000 are non-voting common stock and 4,464,011 are preferred stock.

Reverse Stock-Split

On September 3, 2021, the Company filed an amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to effect a 1-for-3 reverse stock split of the Company’s issued and outstanding shares of voting common stock, effective September 8, 2021. Upon effectivity, every three shares of the Company’s issued and outstanding common stock immediately prior to the effective time shall automatically be reclassified into one share of common stock without any change in the par value.

On January 20, 2023, the Company approved another amendment to the Company’s Third Amendment and Restated Certificate of Incorporation to effect a 1-for-75 reverse stock split of the Company’s issued and outstanding shares of voting common stock, effective January 23, 2023. Upon effectivity, every seventy-five shares of the

Company’s issued outstanding common stock immediately prior to the effective time shall automatically be reclassified into one share of common stock without any change in the par value.

The reverse stock splits reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding non-voting common stock and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such non-voting common stock, stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time will be reduced proportionately. The reverse stock split did not change the total number of authorized shares of common stock or preferred stock.

At The Market Offering (“ATM”)

December 2021 ATM Agreement

On December 10, 2021, the Company entered into an ATM Agreement (“December 2021 ATM Agreement”) with Ladenburg, pursuant to which the Company may offer and sell, from time to time through Ladenburg, shares of common stock having an aggregate offering price of up to $15.0 million, subject to the terms and conditions of the December 2021 ATM Agreement. The offering will terminate upon the earlier of (i) December 10, 2024 and (ii) termination of the December 2021 ATM Agreement as permitted therein.

On February 2, 2022, the Company entered into an amendment to the December 2021 ATM Agreement, pursuant to which, the aggregate offering amount of the shares of the Company’s common stock which the Company may sell and issue through Ladenburg, as the sales agent, was increased from $15.0 million to $75.0 million (the “ATM Upsize”).

As of December 31, 2023, the Company has issued 55,222,809 shares under the ATM Agreement for a total net proceeds of $56.1 million.

Noncontrolling Interest

As a result of the merger on November 3, 2021 between Napo EU and Dragon SPAC, the Company assumed a noncontrolling interest amounting to $242,000 as of December 31, 2021 which represents noncontrolling interest held by an investor in Napo Therapeutics.

For the year ended December 31, 2023, noncontrolling interest increased by $635,000 due to additional investment, net of share in comprehensive losses. For the year ended December 31, 2022, noncontrolling interest decreased by $941,000 due to the share in net loss.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Stock-Based Compensation - 401(k) Plan (Details)	12 Months Ended
Stock-Based Compensation - 401(k) Plan (Details)	Dec. 31, 2023 USD ($)
Stock-Based Compensation
Employer contributions to the plan	$ 0

Debt - Insurance Premium Financing (Details) - USD ($)	1 Months Ended				12 Months Ended
Debt - Insurance Premium Financing (Details) - USD ($)	May 31, 2023	Mar. 31, 2023	May 31, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
March 2023 First Insurance Financing
Short-term Debt [Line Items]
Principal amount		$ 98,000
Unpaid balance		$ 115,000
Interest rate (as a percent)		8.60%
Finance charge		$ 2,000
Interest expense					$ 33,000
Debt term		10 months
Financing balance					0
May 2023 First Insurance Financing
Short-term Debt [Line Items]
Principal amount	$ 575,000
Unpaid balance	$ 676,000
Interest rate (as a percent)	8.60%
Finance charge	$ 23,000
Interest expense					16,000
Debt term	10 months
Financing balance					172,000
March 2022 First Insurance Financing
Short-term Debt [Line Items]
Principal amount				$ 100,000
Unpaid balance				$ 115,000
Interest rate (as a percent)				4.60%
Finance charge				$ 15,000
Interest expense					0	$ 0
Debt term				10 months
Financing balance					0	9,000
May 2022 First Insurance Financing
Short-term Debt [Line Items]
Principal amount			$ 752,000
Unpaid balance			$ 941,000
Interest rate (as a percent)			4.30%
Finance charge			$ 15,000
Interest expense					0	0
Debt term			10 months
Financing balance					$ 0	$ 226,000

Net Loss Per Share Attributable to Common Stockholders - Excluded From Calculation (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Apr. 01, 2024
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Total (in shares)	14,160,717	80,449
Subsequent event
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Common stock, shares issued			202,803,012
Options issued and outstanding
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Total (in shares)	26,262	26,533
Inducement options issued and outstanding
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Total (in shares)	1,512	1,546
Restricted stock units issued and outstanding
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Total (in shares)	2,708,136	44,865
Warrants issued and outstanding
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Total (in shares)	11,424,807	7,505

Segment Data (Details) $ in Thousands	12 Months Ended
Segment Data (Details) $ in Thousands	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)
Segment Information
Number of reportable segments \| segment	2
Net loss	$ (41,901)	$ (48,395)
Segment assets	50,763	47,452
Human Health
Segment Information
Net loss	(21,655)	(18,278)
Animal Health
Segment Information
Net loss	(20,246)	(30,117)
Product revenue, net
Segment Information
Revenue from external customers	9,761	11,956
Product revenue, net \| Human Health
Segment Information
Revenue from external customers	9,588	11,741
Product revenue, net \| Animal Health
Segment Information
Revenue from external customers	173	215
Operating Segments
Segment Information
Segment assets	195,479	169,505
Operating Segments \| Human Health
Segment Information
Segment assets	42,289	40,898
Operating Segments \| Animal Health
Segment Information
Segment assets	153,190	128,607
Segment Reconciling Items
Segment Information
Segment assets	(29,232)	(29,232)
Intersegment Eliminations
Segment Information
Segment assets	$ (115,484)	$ (92,821)

Preferred Stock

12 Months Ended

Dec. 31, 2023

Preferred Stock

Preferred Stock

9. Preferred Stock

At December 31, 2023 and 2022, preferred stock consisted of the following:


December 31, 2023
							Liquidation
(in thousands, except share and per share data)	Shares		Issued and		Carrying		Preference
Series	Designated		Outstanding		Value		per Share
A		5,524,926		—	$	—	$	—
B		11,000		—		—		—
B-1		63		—		—		—
B-2		10,165		—		—		—
C		1,011,000		—		—		—
D		977,300		—		—		—
E		10		—		—		—
F		10		—		—		—
G		137		122		—		—
H		105		—		—		—
I		118		56		—		—
Total		7,534,834		178	$	—	$	—


December 31, 2022
							Liquidation
(in thousands, except share and per share data)	Shares		Issued and		Carrying		Preference
Series	Designated		Outstanding		Value		per Share
A		5,524,926		—	$	—	$	—
B		11,000		—		—		—
B-1		63		—		—		—
B-2		10,165		—		—		—
C		1,011,000		—		—		—
D		977,300		—		—		—
E		10		—		—		—
F		10		—		—		—
Total		7,534,474		—	$	—	$	—

The Company is authorized to issue a total of 10,000,000 shares of its preferred stock as of December 31, 2023, and December 31, 2022 with a total of 7,534,834 shares and 7,534,474 shares designated to specific Series as of
December 31, 2023 and December 31, 2022, respectively.

Series E Preferred Stock

On August 18, 2022, the Company entered into an agreement (the “Securities Purchase Agreement”) with Synworld to issue 10 Series E Preferred Stock with a par value of $0.0001, amounting to $100. In consideration of the Securities Purchase Agreement, the Company and Synworld agree to amend the existing definition of the term “Service Share Amount” in the License Agreement entered by both parties and include a subsection for lock-up wherein Synworld agrees not to sell, transfer, loan, grant any option of the purchase of, or otherwise dispose of any shares of common stock acquired pursuant to the License Agreement until after the 90-day period following the date of acquisition.

On October 4, 2022, the Company redeemed all 10 shares of Series E Preferred Stock in accordance with the terms of such securities. As a result, no shares of Series E Preferred Stock remain outstanding.

Series F Preferred Stock

On November 11, 2022, the Company entered into an agreement (the “Securities Purchase Agreement”) with a third party to issue 10 Series F Preferred Stock with a par value of $0.0001, amounting to $100. In consideration of the Securities Purchase Agreement, the Company and third party agree to amend the existing definition of the term “Service Share Amount” in the License Agreement entered by both parties and include a subsection for lock-up wherein the third party agrees not to sell, transfer, loan, grant any option of the purchase of, or otherwise dispose of any shares of common stock acquired pursuant to the License Agreement until after the 90-day period following the date of acquisition.

Series G Preferred Stock

On May 8, 2023, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to issue to such investors (i) 137 shares of Series G Convertible Preferred Stock, par value $0.0001 per share, of the Company (“Series G Preferred Stock”) and (ii) warrants to purchase up to 6,850,000 shares of the Company’s common stock, at an exercise price of $0.48 per share (the “PIPE Warrants”), for an aggregate purchase price of approximately $1.9 million (the “Private Placement”).

On December 28, 2023, the Company converted 15 shares of Series G Preferred Stock in accordance with the terms of such securities. As a result, 122 shares of Series G Preferred Stock remain outstanding.

Series H Preferred Stock

On June 28, 2023, the Company entered into privately negotiated exchange agreements with Uptown and Streeterville, under which the Company issued 32 and 73 shares of the Company’s newly authorized Series H Convertible Preferred Stock (the “Series H Preferred Stock”) to Uptown and Streeterville, respectively, at an effective exchange price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) as of the date of the exchange agreements, in exchange for a $757,000 reduction in the outstanding balance of the December 2020 Royalty Interest and a $1.7 million reduction in the outstanding balance of the August 2022 Royalty Interest, respectively. As of December 31,2023, the company converted all issued shares of Series H and no shares remain outstanding.

Series I Preferred Stock

On September 29, 2023, the Company entered into a privately negotiated exchange agreement with Uptown (the “Exchange Agreement”), pursuant to which the Company issued an aggregate of 118 shares of the Company’s newly authorized Series I Convertible Preferred Stock (the “Series I Preferred Stock”) to Uptown, at an effective exchange price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) as of the date of the Exchange Agreement, in exchange for a $1.5 million reduction in the outstanding balance of the December 2020 Royalty Interest.

On November 14, 2023, the Company converted 62 shares of Series I Preferred Stock in accordance with the terms of such securities. As a result, 56 shares of Series I Preferred Stock remain outstanding.

Preferred Stock - Series I Preferred Stock (Details) - Series I convertible preferred stock - Uptown Park Capital, LLC - December 2020 Purchase Agreement - USD ($)	Nov. 14, 2023	Sep. 29, 2023
Aggregate shares issued		118
Aggregate shares value		$ 1,500,000.00
Shares issued in exchange of convertible preferred stock	62

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, shares designated	7,534,834	7,534,474
Notes payable, net of current portion (includes notes designated at Fair Value Option)	$ 31.0	$ 7.8
Series G convertible preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	10,000,000	10,000,000
Convertible preferred stock, shares issued	122	0
Convertible preferred stock, shares outstanding	122	0
Preferred stock, shares designated	137	0
Series H convertible preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	10,000,000	10,000,000
Convertible preferred stock, shares issued	0	0
Convertible preferred stock, shares outstanding	0	0
Preferred stock, shares designated	105	0
Series I convertible preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	10,000,000	10,000,000
Convertible preferred stock, shares issued	56	0
Convertible preferred stock, shares outstanding	56	0
Preferred stock, shares designated	118	0
Common Stock \| Common stock - voting
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	298,000,000	298,000,000
Common stock, shares issued	73,413,248	2,182,084
Common stock, shares outstanding	73,143,248	2,182,084
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	9	9
Common stock, shares outstanding	9	9

Warrants - Warrants outstanding and exercisable (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Warrants
Warrants outstanding, beginning balance	7,505	7,513
Issuances	11,417,302
Expirations and cancelations		(8)
Warrants outstanding, ending balance	11,424,807	7,505

Debt - Streeterville Note (Details)		1 Months Ended	12 Months Ended
Debt - Streeterville Note (Details)	Jan. 13, 2021 USD ($)	Jan. 31, 2021	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Debt
Fair value			$ 31,000,000.0	$ 7,800,000
Streeterville Note
Debt
Principal amount	$ 6,200,000
Aggregate purchase price	$ 6,000,000.0
Debt term	4 years
Interest rate (as a percent)	3.25%
Percentage of return bonus payable	1
Percentage of reduction in return bonus		1
Term for initiation of human trials		6 months
Percentage of outstanding balance payable elected to prepay			112.5
Capped percentage of aggregate default	25.00%
Fair value	$ 6,000,000.0		$ 9,800,000	7,800,000
Transaction expense	$ 25,000
Decrease in fair value			$ (2,000,000.0)	$ 20,000
Streeterville Note \| Maximum
Debt
Interest rate (as a percent)	18.00%
Percentage of gross proceeds received from return			18
Percentage of default effect	15.00%
Streeterville Note \| Minimum
Debt
Interest rate (as a percent)			1.00%
Percentage of default effect	5.00%
Accounts Receivable Purchase Agreement \| Streeterville Note
Debt
Interest rate (as a percent)	25.00%
Transaction fee	$ 25,000

Preferred Stock - Series F Preferred Stock (Details) - Certain investors - Securities Purchase Agreement - Series F perpetual preferred stock	Nov. 11, 2022 USD ($) $ / shares shares
Preferred stock, shares issued \| shares	10
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Aggregate proceeds \| $	$ 100

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt

Schedule of notes payable


	December 31,		December 31,
	2023		2022
(in thousands)
Notes designated at Fair Value Option	$	30,943	$	7,839
Royalty Interest		5,635		38,931
Insurance Financing		172		235
Tempesta Note		150		250
Total		36,900		47,255
Less: unamortized discount and debt issuance costs		(1,040)		(13,628)
Note payable, net of discount	$	35,860	$	33,627
Notes payable - non-current, net	$	30,993	$	17,744
Notes payable - current, net	$	4,867	$	15,883

Schedule of future maturities of notes payable


(in thousands)	Amounts
Periods ended December 31,
2024	$	5,907
2025		50
		5,957
Less: unamortized discount and debt issuance costs		(1,040)
Total	$	4,917

Organization and Business (Details)	12 Months Ended
Organization and Business (Details)	Dec. 31, 2023 segment
Organization and Business
Number of operations segments	2

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

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 zero and two option shares outstanding at
December 31, 2023 and 2022, 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, cancelled or expired.

On April 13, 2022, the Board of Directors of the Company approved a Registration Statement to register an additional 2,417,660 shares of the Company’s common stock for issuance pursuant to the awards granted under the 2014 Plan.

As of December 31, 2023, there were 26,262 options outstanding and 127,854 options available for grant. As of December 31, 2022, there were 26,553 options outstanding and 116,011 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 2,222 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 non-statutory 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.

On April 13, 2022, the Board of Directors of the Company approved an amendment to the 2020 Inducement Award Plan to reserve an additional 471,833 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Award Plan, thereby increasing the number of shares of the Company’s common stock issuable thereunder from 500,000 shares to 971,833 shares.

As of December 31, 2023, there were 1,512 options outstanding and 498,488 options available for grant. As of December 31, 2022, there were 1,546 options outstanding and 6,967 options available for grant. The Company authorized an additional 491,481 shares for the stock incentive plans.

Stock Options and Restricted Stock Units (“RSUs”)

The following table summarized the incentive plan activity for the year ended December 31, 2023 and 2022:


				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 January 1, 2022	8,417	33,286	6,499	$	707.97	8.35	$	3
Additional shares authorized	151,079	—	—		—			—
Options granted	(44)	44	—		23.46			—
Options exercised	—	—	—		—			—
Options canceled	5,251	(5,251)	—		418.34			—
RSUs granted	(41,725)	—	41,725		—			—
RSUs vested and released	—	—	(2,516)		—			—
RSUs cancelled	—	—	(843)		—			—
Outstanding at December 31, 2022	122,978	28,079	44,865	$	592.73	7.19	$	—
Additional shares authorized	3,166,330	—	—		—	—		—
Options granted	—	—	—		—	—		—
Options exercised	—	—	—		—	—		—
Options canceled	305	(305)	—		327.81	—		—
RSUs granted	(2,690,320)	—	2,690,320		—	—		—
RSUs excercised	21,808	—	(21,808)		—	—		—
RSUs cancelled	5,241	—	(5,241)		—	—		—
Outstanding at December 31, 2023	626,342	27,774	2,708,136	$	596	6.21	$	—
Exercisable at December 31, 2023		27,369		$	599.12	6.19	$	—
Vested and expected to vest at December 31, 2023		27,761		$	595.76	6.21	$	—

*Fair market value of Jaguar stock on December 31, 2023 was $0.15 per share.

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

The number of options exercised during the year ended December 31, 2023 and 2022 were zero, respectively.

The weighted average grant date fair value of stock options granted was zero and $22.04 per share during the years ended December 31, 2023, and 2022, respectively.

The number of options that vested in the years ended December 31, 2023, and 2022 was 1,524 and 7,492, respectively. The grant date weighted average fair value of options that vested in the years ended
December 31, 2023, and 2022 was $273.62 and $304.57, 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, 2023 and 2022, and are included in the consolidated statements of operations as follows:


	Year Ended
	December 31,
(in thousands)	2023		2022


Research and development expense	$	1,044	$	1,263
Sales and marketing expense		152		267
General and administrative expense		916		1,788
Total	$	2,112	$	3,318

As of December 31, 2023, the Company had $116,736 of unrecognized stock-based compensation expense for options and RSU’s, which is expected to be recognized over a weighted-average period of 0.35 years.

The fair value of options granted during the years ended December 31, 2023 and 2022, respectively, were calculated using the range of assumptions set forth below:


	December 31,	December 31,
	2023	2022

Volatility	—	164.0%
Expected term (years)	—	5.0
Risk-free interest rate	—	3.2%
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, 2023.

Debt - 2019 Tempesta Notes (Details) - Tempesta Note - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2019	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Cash received in the settlement	$ 50,000
Principal amount	$ 550,000
Common stock issued in exchange of debt	178
Interest rate (as a percent)	2.50%
Semi-annual principal and interest payments	$ 50,000
Interest expense		$ 5,000	$ 10,000
Carrying value of notes		$ 150,000	$ 250,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Estimated fair value of Level 3 (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Streeterville Note
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning fair value of Level 3 liability	$ 7,839	$ 7,819
Change in fair value		20
Ending fair value of level 3 liability		7,839
Level 3 \| Recurring \| Iliad
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Additions	6,580
Exchanges	(789)
Change in fair value	1,071
Ending fair value of level 3 liability	6,862
Level 3 \| Recurring \| Uptown
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Additions	7,478
Settlements	(1,444)
Change in fair value	1,439
Ending fair value of level 3 liability	7,473
Level 3 \| Recurring \| Streeterville 2
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Additions	6,154
Change in fair value	661
Ending fair value of level 3 liability	6,815
Level 3 \| Recurring \| Streeterville Note
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning fair value of Level 3 liability	7,839
Change in fair value	1,954
Ending fair value of level 3 liability	$ 9,793	$ 7,839

Debt

12 Months Ended

Dec. 31, 2023

Debt

Debt

7. Debt

Notes payable at December 31, 2023 and 2022 consisted of the following:


	December 31,		December 31,
	2023		2022
(in thousands)
Notes designated at Fair Value Option	$	30,943	$	7,839
Royalty Interest		5,635		38,931
Insurance Financing		172		235
Tempesta Note		150		250
Total		36,900		47,255
Less: unamortized discount and debt issuance costs		(1,040)		(13,628)
Note payable, net of discount	$	35,860	$	33,627
Notes payable - non-current, net	$	30,993	$	17,744
Notes payable - current, net	$	4,867	$	15,883

Future maturities of the notes payable as of December 31, 2023 are as follows:


(in thousands)	Amounts
Periods ended December 31,
2024	$	5,907
2025		50
		5,957
Less: unamortized discount and debt issuance costs		(1,040)
Total	$	4,917

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

Sale of Future Royalty Interest

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 $0.9105 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 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 $0.9105 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%.

On April 13, 2021, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $3.0 million from the original outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 7,843 shares of the Company’s common stock. The exchange consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares. The exchange agreement was accounted for as a modification and resulted in a new discount rate of 77.09%. As of December 31, 2023, the forecasted future revenues changed which resulted to a new discount rate of 74.59%.

On February 11, 2022, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $2.4 million from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 23,117 shares of the Company’s common stock. The exchange consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares.

On March 2, 2022, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $1.1 million from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 32,333 shares of the Company’s common stock. The exchange consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares.

On March 4, 2022, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $800,000 from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 26,667 shares of the Company’s common stock. The exchange consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares.

On March 9, 2022, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $700,000 from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 24,667 shares of the Company’s common stock. The exchange consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares.

Because the period between the first and last exchanges occurred within a 12-month period and each was individually assessed as a modification, the debt terms that existed prior to the February 13 exchange was used in the application of the 10% test on the cumulative assessment performed. The exchanges were cumulatively accounted for as an extinguishment and resulted in a loss of $2.2 million.

On April 14, 2022, the Company entered into amendments (the “Royalty Interest Global Amendments”) to its existing royalty interests including the Royalty Interest in the original principal amount of $12.0 million under the October 2020 Royalty Interest. The amendment grants the Company at its sole discretion, the right to exchange from time to time, all or any portion of the Royalty Interests for shares of the Company’s common stock at a price per share equal to the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) as of date of the applicable exchange. Under the Royalty Interest Global Amendments, the Company’s ability to exchange the Royalty Interests for shares of the Company’s common stock is subject to certain limitations, on which the Company will not have such right and issue any common stock to investors if (a) the issuance of the Company’s common shares would cause investor’s beneficial ownership to exceed 4.99% of Company’s issued and outstanding common stock as of such date; (b) any of the exchange conditions has not been satisfied as of the applicable exchange date; and (c) the total cumulative number of shares of the Company’s common stock issued pursuant to the Royalty Interests would exceed the requirements of The Nasdaq Capital Market (including the rules related to the aggregation of offerings under Nasdaq Listing Rule 5635(d) if applicable) (the “Exchange Cap”), unless stockholder approval is obtained to issue more than the Exchange Cap. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

On May 13, 2022, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $400,000 from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 15,249 shares of the Company’s common stock. The exchange consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares.

On July 25, 2022, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $750,000 from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 31,546 shares of the Company’s stock. The exchange consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares.

On November 18, 2022, the Company entered into another exchange agreement with Iliad, pursuant to which the parties agreed to partition $715,000 from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 73,333 shares of the Company’s stock. The exchange consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares.

On March 17 and 23, 2023, the Company entered into another exchange agreement with Iliad, pursuant to which the parties agreed to partition $992,000 and $227,000, respectively from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 14,533 and 3,733 shares, respectively of the Company’s stock. The exchange consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares.

The exchanges that occurred within the 12-month period prior to May 13, 2022 exchange were previously accounted for as extinguishment, therefore, cumulative assessment was not performed anymore.

On May 8, 2023, the Company entered into a standstill agreement (as amended, the “Standstill Agreement”) with Iliad, Uptown Capital, LLC (f/k/a Irving Park Capital, LLC) (“Uptown”) and Streeterville Capital, LLC (“Streeterville”, and together with Iliad and Uptown, collectively, “Investor”) to allow the Company to refrain from making royalty payments with respect to four outstanding royalty interests issued by the Company to Investor dated October 8, 2020, December 22, 2020, March 8, 2021, and August 24, 2022, respectively (each, a “Royalty Interest” and collectively, the “Royalty Interests”), including any royalty payments due and payable as of May 8, 2023 (the ”Standstill Date”), and refrain from buying, selling, or otherwise trading in the Company’s common stock for a period beginning on the Standstill Date and ending on the earliest of (a) the date that is six months following the Standstill Date (b) the date of the public announcement of the probability value in Jaguar’s OnTarget Phase 3 clinical trial of crofelemer for prophylaxis of cancer therapy-related diarrhea (c) and the date of any offering or sale of any debt or equity securities, including without limitation any at-the-market offering (the “Standstill Period”), but excluding any exempt issuances. As a material inducement and consideration for Investor’s agreement to enter into the Standstill Agreement, the Company issued (i) Iliad warrants to purchase up to 826,738 shares of the common stock, (ii) Uptown

warrants to purchase up to 1,097,756 shares of the common stock, and (iii) Streeterville warrants to purchase up to 1,892,808 shares of the common stock, at an exercise price of $0.48 per share.

On June 28, 2023, the Company entered into the first amendment to the Standstill Agreement, pursuant to which the Standstill Agreement was amended to, among other things, permit (i) the Company to issue an aggregate of 105 shares of the Company’s Series H Convertible Preferred Stock to Investor in exchange for a $756,992 reduction in the outstanding balance of the December 2020 Royalty Interest and a $1,726,888 reduction in the outstanding balance of the August 2022 Royalty Interest (the “Exchange Transaction”) without triggering the termination of the Standstill Period, and (ii) Investor to (A) consummate the Exchange Transaction during the Standstill Period and (B) sell all shares of the Company’s common stock beneficially owned by Investor immediately prior to the consummation of the Exchange Transaction during the Standstill Period.

On June 30, 2023, the Company entered into a binding memorandum of understanding (the “Binding MOU”) with the Investor to modify the allocation of the warrants as set forth in the Standstill Agreement such that the Company issued (i) Iliad warrants to purchase up to 1,711,954 shares of the common stock and (ii) Uptown warrants to purchase up to 2,105,348 shares of the common stock, and no warrants were issued to Streeterville under the Standstill Agreement.

On August 14, 2023, the Company entered into an amendment (“the Second Amendment”) to the Standstill Agreement with Iliad and Uptown (together, “Standstill Investor”) to (i) permit the Company to offer and sell securities without triggering the termination of the Standstill Period, and (ii) remove the restriction on Standstill Investor’s ability to buy, sell, or otherwise trade in shares of the Company’s common stock during the Standstill Period.

On September 29, 2023, the Company entered into the Global Amendment No. 2 to the October 2020 Royalty Interest with Iliad, pursuant to which, beginning on January 1, 2026, the monthly Royalty Payment under the October 2020 Royalty Interest shall be the greater of (a) $750,000.00, and (b) the actual Royalty Payment amount Iliad is entitled to for such month pursuant to the terms of the October 2020 Royalty Interest. As a material consideration for Iliad’s agreement to enter into this amendment, the Company agreed to issue to Iliad warrants to purchase up to 232,500 shares of the Company’s common stock at an exercise price of $0.37 per share. Such warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on September 29, 2023 (the “Issuance Date”) and ending on the five-year anniversary of the Issuance Date. Pursuant to an analysis of the indicators provided in ASC 470-60-55-8, the Company is not deemed to be experiencing financial difficulty. The debt restructuring is therefore not considered a TDR.

The cumulative effect of the exchanges to the October 2020 Royalty Interest resulted in significant modifications and was accounted for as extinguishment. The Company recorded an extinguishment gain in the audited consolidated statements of comprehensive loss amounting to $2.0 million. The extinguishment triggered a remeasurement event under ASC 825-10 and created an election date on whether to account for the October 2020 Royalty Interest under the fair value option accounting. The Company irrevocably elected to remeasure and subsequently apply the FVO accounting to the entire note. The Company used the valuation report from an independent valuation service provided to measure the reporting date fair value of the note.

On December 28, 2023, the Company entered into a privately negotiated exchange agreement with Iliad, pursuant to which the Company issued an aggregate of 4,875,000 shares of the Company’s Common Stocks to Iliad in exchange for a $789,000 reduction in the outstanding balance of the October 2020 Royalty Interest. The effect of the exchange was accounted for as a debt modification.

On December 31, 2023, the fair value was determined to be $6.9 million. For the year ended December 31, 2023, the net loss in the fair value was $1.1 million. The net loss in fair value was recorded in the change in fair value of freestanding and hybrid financial instruments designated at FVO in the audited consolidated statements of comprehensive loss.

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 (“Uptown”), 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 Uptown 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 December 2020 Royalty Interest amount of $12.0 million is classified as debt, net of a $6.0 million discount, at initial recognition. Under ASC 470-10-35-3, royalty payments to Uptown 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%.

On April 14, 2022, under the Royalty Interest Global Amendments, the Company is granted at its sole discretion, the right to exchange from time to time, all or any of the Royalty Interest under the original principal amount of $12.0 million or any portion of the December 2020 Purchase Agreement for shares of the Company’s common stock at a price per share equal to the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) as of date of the applicable exchange, subject to certain limitations.

On May 8, 2023, the Company entered into an exchange agreement with Uptown to (i) partition a new royalty interest in the royalty repayment amount of $1,073,807 from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 1,908,651 shares of the Company’s common stock.

On the same date, the Company entered into the Standstill Agreement as described further above, pursuant to which the Company may refrain from making royalty payments on the December 2020 Royalty Interest during the Standstill Period.

On September 29, 2023, the Company entered into the Global Amendment No. 2 to the December 2020 Royalty Interest with Uptown, pursuant to which, beginning on January 1, 2026, the monthly Royalty Payment under the December 2020 Royalty Interest shall be the greater of (a) $750,000.00, and (b) the actual Royalty Payment amount Uptown is entitled to for such month pursuant to the terms of the December 2020 Royalty Interest. As a material consideration for Uptown’s agreement to enter into this amendment, the Company agreed to issue to Uptown warrants to purchase up to 262,500 shares of the Company’s common stock at an exercise price of $0.37 per share. Such warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on September 29, 2023 (the “Issuance Date”) and ending on the five-year anniversary of the Issuance Date. Pursuant to an analysis of the indicators provided in ASC 470-60-55-8, the Company is not deemed to be experiencing financial difficulty. The debt restructuring is therefore not considered a TDR.

On the same date, the Company entered into a privately negotiated exchange agreement with Uptown (the “Exchange Agreement”), pursuant to which the Company issued an aggregate of 118 shares of the Company’s newly authorized Series I Convertible Preferred Stock (the “Series I Preferred Stock” or “Preferred Stock”) to Uptown, at an effective exchange price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing

Rule 5635(d)) as of the date of the Exchange Agreement, in exchange for a $1,500,000.00 reduction in the outstanding balance of the December 2020 Royalty Interest (“Partitioned Royalty”).(the “Exchange Transaction”). Subject to the terms of the Series I Preferred Stock, each share of Series I Preferred Stock is convertible into shares of the Company’s Common Stock (the “Conversion Shares”).

The cumulative effect of the exchanges to the December 2020 Purchase Agreement resulted in significant modifications and was accounted for as extinguishment. The Company recorded an extinguishment gain in the audited consolidated statements of comprehensive loss amounting to $2.7 million. The extinguishment triggered a remeasurement event under ASC 825-10 and created an election date on whether to account for the December 2020 Purchase Agreement under the FVO accounting.

The Company irrevocably elected to initially and subsequently apply the FVO accounting to the entire note. The Company used the valuation report from an independent valuation service provided to measure the reporting date fair value of the note. On December 31, 2023, the fair value was determined to be $7.5 million. For the year ended December 31, 2023, the net loss in the fair value was $1.4 million. The net loss in fair value was recorded in the change in fair value of freestanding and hybrid financial instruments designated at FVO in the audited consolidated statements of comprehensive loss.

March 2021 Purchase Agreement

On March 8, 2021, the Company entered into a purchase agreement (the “March 2021 Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”), a company affiliated with CVP, 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 namely Iliad and Irving, 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, 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 or associated with the license of Included Products from the Company to Napo Therapeutics, including but not limited to the upfront fee payable by Napo Therapeutics to Napo for included products and Crofelemer for other indications; and 50% of royalties collected from licenses of the included products to third parties.

The March 2021 Royalty Interest amount of $10.0 million is classified as debt, net of a $5.0 million discount, at initial recognition. Under ASC 470-10-35-3, royalty payments to Streeterville 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 19.36%.

On April 14, 2022, under the Royalty Interest Global Amendments, the Company is granted at its sole discretion, the right to exchange from time to time, all or any of the Royalty Interest under the original principal amount of $10.0 million of the March 2021 Purchase Agreement for shares of the Company’s common stock at a price per share equal to the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) as of date of the applicable exchange, subject to certain limitations.

On August 17, 2022, the Company entered into an exchange agreement (the “Royalty Interest Exchange Agreement”) with Streeterville to (i) partition a new royalty interest in the royalty repayment amount of $3.4 million (“Partitioned Royalty”) from the royalty interest of the March 2021 Purchase Agreement and then cause the outstanding balance of the royalty interest to be reduced by an amount equal to the initial outstanding balance of the Partitioned Royalty, and (ii) exchange (“Royalty Exchange”) the Partitioned Royalty for 153,333 million shares of the Company’s common stock with a par value of $0.0001 in accordance with the term of the Royalty Interest Exchange Agreement. Under the terms of the Royalty Interest Exchange Agreement, the Royalty Exchange will consist of Streeterville surrendering the Partitioned Royalty in exchange for the shares, free of any restrictive securities legend, and Streeterville shall give no consideration of any kind whatsoever to the Company in connection with the Royalty Interest Exchange Agreement.

On September 30, 2022, the Company entered into an exchange agreement with Streeterville, pursuant to which the parties agreed to partition $2.0 million from the outstanding balance of the royalty interest. The parties further agreed to exchange the partitioned royalty for 156,863 shares of the Company’s common stock. The exchange consisted of Streeterville surrendering the partitioned royalty in exchange for the exchange shares. The exchange was accounted for as a debt modification and resulted to a reduction in the outstanding balance of the royalty interest amounting to $2.0 million.

As of December 31, 2023 the forecasted future revenues changed which resulted to a new discount of 53.85%.

Interest expense for the years ended December 31, 2023 and 2022 was $2.1 million and $1.9 million, respectively. As of December 31, 2023 and 2022, the carrying value of the debt was $4.6 million and $3.1 million, respectively.

August 2022 Purchase Agreement

On August 24, 2022, the Company entered into another royalty interest purchase agreement (the “August 2022 Purchase Agreement”) with Streeterville, pursuant to which the Company sold to Streeterville (the entitling “Investor”) a royalty interest to receive $12.0 million of future royalties on sales of Mytesi® (crofelemer) for any indications that could cannibalize crofelemer indications or any other chronic indication and certain up-front license fees and milestone payments from licensees and/or distributors for an aggregate purchase price of $4.0 million (“the Royalty Financing”). The Company will use the proceeds to support the ongoing pivotal phase 3 clinical trial of crofelemer for prophylaxis of diarrhea in adults receiving targeted cancer therapy. Interest will accrue on the Royalty Repayment Amount at a rate of 5% per annum from the closing of the Royalty Financing until the one-year anniversary of such closing and 10% per annum thereafter, simple interest computed on the basis of a 360-day year comprised of twelve 30-day months.

The Company will be obligated to make minimum royalty payments on a monthly basis beginning on January 1, 2024 in an amount equal to the greater of (A) $250,000 (which increases to $400,000 beginning 6 months following the closing of the Royalty Financing, $600,000 beginning 12 months following the closing of the Royalty Financing, and $750,000 beginning 18 months following the closing of the Royalty Financing) and (B) the royalty payments to which Investor is entitled, consisting of (1) 10% of the Company’s net sales of crofelemer for any indications that could cannibalize crofelemer indications or any other chronic indication (including any improvements, modifications and follow-on products, collectively referred to as “Included Products”) (2) 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 (A) reimbursements of clinical trial expenses or (B) associated with

the license of the of the Included Products from the Company to Napo EU S.p.A. and (3) 50% of royalties collected from licenses of the Included Products to third parties.

Pursuant to the terms of the Royalty Interest, the Company has the right to exchange from time to time at the Company’s sole discretion all or any portion of the Royalty Interest for shares of Common Stock at a price per share equal to the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) as of the date of the applicable exchange. At issuance, based on projected cash outflows from future revenue streams, the discount rate was 55.97%.

On September 29, 2023, the Company entered into a Global Amendment No. 2 (the “Global Amendment”) with the Investor as described further above, such that the Company issued Streeterville warrants to purchase 255,000 shares of the common stock the Global Amendment No. 1 and Global Amendment No. 2 to the August 2022 Royalty Interest with Streeterville, pursuant to which, (a) beginning on January 1, 2026, the monthly Royalty Payment under the August 2022 Royalty Interest shall be the greater of (x) $750,000.00, and (y) the actual Royalty Payment amount Streeterville is entitled to for such month pursuant to the terms of the August 2022 Royalty Interest, and (b) the Company is prohibited from making prepayments of the Royalty Repayment Amount under the August 2022 Royalty Interest. As a material consideration for Streeterville’s agreement to enter into these amendments, the Company agreed to issue to Streeterville warrants to purchase up to 255,000 shares of the Company’s common stock at an exercise price of $0.37 per share. Such warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on September 29, 2023 (the “Issuance Date”) and ending on the five-year anniversary of the Issuance Date. Pursuant to an analysis of the indicators provided in ASC 470-60-55-8, the Company is not deemed to be experiencing financial difficulty. The debt restructuring is therefore not considered a TDR.

The cumulative effect of the exchanges to the August 2022 Purchase Agreement resulted to significant modifications and were accounted for as extinguishment. The Company recorded an extinguishment loss in the audited consolidated statements of comprehensive loss amounting to $1.0 million. The extinguishment triggered a remeasurement event under ASC 825-10 and created an election date on whether to account for the August 2022 Purchase Agreement resulted under the FVO accounting.

The Company irrevocably elected to initially and subsequently apply the FVO accounting to the entire note. The Company used the valuation report from an independent valuation service provided to measure the reporting date fair value of the note. On December 31, 2023, the fair value was determined to be $6.8 million. For the year ended December 31, 2023, the net loss in the fair value was $661,000. The net loss in fair value was recorded in the change in fair value of freestanding and hybrid financial instruments designated at FVO in the audited consolidated statements of comprehensive loss.

Streeterville Note

On January 13, 2021, the Company issued a secured promissory note to Streeterville in the original principal amount of $6.2 million for an aggregate purchase price of $6.0 million. The Company will use the proceeds to fund development of the Company’s NP-300 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 is due after four years and bears interest at 3.25% per annum. Interest on the note is payable annually in advance by adding the interest charge for each upcoming year to the outstanding balance on the date each such interest charge is accrued. The Company also paid $25,000 to cover legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the issuance of the note. The first year of prepaid interest and the transaction expenses are included in the original principal amount.

At any time following the occurrence of a trial failure which refers to any of the following: (i) the Company abandons the clinical trial with NP-300 for an indication for the symptomatic relief of infectious diarrhea for cholera; (ii) the Company fails to start the Phase 1 clinical trial of NP-300 for the symptomatic relief of infectious diarrhea for cholera by July 1, 2022; or (iii) the Company fails to meet all primary endpoints in the pivotal trials of NP-300 for the symptomatic relief if infectious diarrhea for cholera with statistical significance, Streeterville may elect to increase the outstanding balance as of the date of the trial failure by 25% without acceleration (the “Trial Failure Effect”). If

Streeterville elects to apply the Trial Failure Effect, it reserves the right to declare the outstanding balance immediately due and payable at any time. As of December 31, 2022, no trial failure occurred.

Streeterville is entitled to a maximum of 18% and a minimum of 1% of the gross proceeds received by the Company from the sale of TDPRV (the “Return Bonus”). The Return Bonus percentage is reduced pro rata based on the percentage of the original principal balance of the note that has been repaid as of the date of the sale of the TDPRV. Even if the note has been paid in full at the time of the sale of the TDPRV, the Company is still obliged to pay Streeterville a Return Bonus of 1%. If Streeterville applies the Trial Failure Effect, the Return Bonus will automatically be reduced to 1%. If the TDPRV has not been sold as of the day immediately preceding the maturity date of the note, the Return Bonus percentage will be fixed as of such date. As of December 31, 2022, the Company has not sold any TDPRV.

Beginning on the earlier of (a) 6 months after January 2021, and (b) initiation of human trials with NP-300 for symptomatic relief of infectious diarrhea for cholera, the Company may pay all or any portion of the outstanding balance earlier than it is due. In the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to Streeterville 112.5% of the portion of the outstanding balance the Company elects to prepay. The Company may not prepay the note without the Streeterville’s consent on the date the last patient is enrolled in a pivotal trial.

After Streeterville becomes aware of the occurrence of any default, Streeterville may accelerate the note, with the outstanding balance becoming immediately due and payable in cash at the Mandatory Default Amount (i.e., the outstanding balance following the application of the Default Effect). Streeterville reserves the right to declare the outstanding balance immediately due and payable at any time following the default. Default Effect means multiplying the outstanding balance as of the date of default by 5% or 15% for each occurrence of default, capped at an aggregate of 25%, and then adding the resulting product to the outstanding balance. The percentage to be used depends on whether the default is viewed as minor or major as defined in the agreement. Furthermore, interest accrues on the outstanding balance beginning on the date of default at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. As of December 31, 2023, no default has occurred.

In connection with the note issuance, the Company has entered into a security agreement with Streeterville, pursuant to which Streeterville will receive a first priority security interest in all existing and future NP-300 technology, and any TDPRV and the sale proceeds therefrom that may be granted to the Company by the FDA in connection with the development of NP-300 for the cholera-related indication. The Company also agreed, 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 has become effective upon the receipt of the Salix Waiver on April 6, 2021 in observance to the requirement of the settlement agreement previously entered by the Company with Salix Pharmaceuticals, Inc.

The Company irrevocably elected to initially and subsequently apply the FVO accounting to the entire note. The fair value at the transaction date was equal to the cash proceeds received of $6.0 million. The transaction expense of $25,000 was recognized in profit and loss as incurred. The Company used the valuation report from an independent valuation service provided to measure the reporting date fair value of the note. At December 31, 2023 and 2022, the fair values were determined to be $9.8 million and $7.8 million, respectively. For the year ended December 31, 2023 and 2022, the net losses in the fair value of $2.0 million and $20,000, respectively were recorded in the change in fair value of freestanding and hybrid financial instruments designated at FVO in the consolidated statements of operations.

Insurance Financing

March 2022 First Insurance Financing

In March 2022, the Company entered into a premium finance agreement for $100,000 with First Insurance Funding (“First Insurance”) representing the unpaid balance of the total premiums, taxes, and fees of $115,000 with an annual interest rate of 4.6%. The total finance charge was $15,000. Payment of principal and interest is due in equal monthly installments over ten months. The Company granted and assigned First Insurance a first priority lien on

and security interest in the financed policies and any additional premium required under the financed policies. Interest expense for the year ended December 31, 2023 and 2022 was zero. The financing balance was zero and $9,000 at December 31, 2023 and 2022, respectively.

May 2022 First Insurance Financing

In May 2022, the Company entered into another premium finance agreement for $752,000 with First Insurance representing the unpaid balance of the total premiums, taxes, and fees of $941,000 with an annual interest rate of 4.3%. The total finance charge was $15,000. Payment of principal and interest is due in equal monthly installments over ten months. Interest expense for the year ended December 31, 2023 and 2022 was zero. The financing balance was zero and $226,000 at December 31, 2023 and 2022, respectively.

March 2023 First Insurance Financing

In March 2023, the Company entered into another premium finance agreement for $98,000 with First Insurance representing the unpaid balance of the total premiums, taxes, and fees of $115,000 with an annual interest rate of 8.6%. The total finance charge was $2,000. Payment of principal and interest is due in equal monthly installments over ten months. Interest expense for year ended December 31, 2023 $33,000. The financing balance was zero as of December 31, 2023.

May 2023 First Insurance Financing

In May 2023, the Company entered into another premium finance agreement for $575,000 with First Insurance representing the unpaid balance of the total premiums, taxes, and fees of $676,000 with an annual interest rate of 8.6%. The total finance charge was $23,000. Payment of principal and interest is due in equal monthly installments over ten months. Interest expense for the year ended December 31, 2023, was $16,000. The financing balance was $172,000 as of December 31, 2023.

2019 Tempesta Note

In October 2019, the Company entered into a License Termination and Settlement Agreement with Dr. Michael Tempesta (“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 178 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. Interest expense for the years ended December 31, 2023 and 2022 was $5,000 and $10,000, respectively. At December 31, 2023 and 2022, the net carrying value of the Tempesta note was $150,000 and $250,000 respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Balance Sheet Components - Inventory and Prelaunch Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory
Raw material	$ 2,057	$ 2,101
Work in process	6,517	3,599
Finished goods	615	1,324
Inventory	9,189	7,024
Prepaid expenses and other current assets
Inventory
Capitalized costs	$ 2,800	$ 2,100

Commitments and Contingencies - Joint Venture - Income Statement Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Long-term Purchase Commitment [Line Items]
Loss before income tax	$ (41,901)	$ (48,395)
Income tax expense
Net loss	(41,901)	(48,395)
Net Income (Loss)	(41,300)	$ (47,454)
Magdalena Biosciences, Inc.
Long-term Purchase Commitment [Line Items]
Operating expenses	(128)
Loss before income tax	(128)
Net loss	(128)
Net Income (Loss)	$ (51)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Balance Sheet Components - Intangible assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Intangible assets
Accumulated impairment		$ 0
Finite-lived intangible assets, net	$ 15,316,000
Total intangible assets, net	20,116,000	22,439,000
In process research and development
Intangible assets
Total intangible assets	4,800,000	4,800,000
Developed technology
Intangible assets
Total intangible assets	25,000,000	25,000,000
Accumulated amortization	(10,694,000)	(9,028,000)
Finite-lived intangible assets, net	14,306,000	15,972,000
Trademarks
Intangible assets
Total intangible assets	300,000	300,000
Accumulated amortization	(128,000)	(108,000)
Total intangible assets, net	172,000	192,000
Internal use software costs - registry
Intangible assets
Total intangible assets	1,236,000	1,236,000
Accumulated impairment	(371,000)
Accumulated amortization	(370,000)	(122,000)
Finite-lived intangible assets, net	495,000	1,114,000
Patents
Intangible assets
Total intangible assets	361,000	361,000
Accumulated amortization	(18,000)
Finite-lived intangible assets, net	$ 343,000	$ 361,000

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Total net revenue

Schedule of concentration risk

Total accounts receivable

Schedule of concentration risk

Commitments and Contingencies - Asset Transfer and Transition Commitment Update (Details) - USD ($) $ in Millions		12 Months Ended
	Sep. 25, 2017	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies
Percentage of amount received to be paid to Glenmark	25.00%
Maximum amount to be received by Glenmark	$ 7.0
Payments to Glenmark		$ 3.0	$ 2.6

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 6,469	$ 5,469
Accounts receivable, net	1,967	1,879
Other receivable	217	588
Inventory	9,189	7,024
Prepaid expenses and other current assets	10,121	7,361
Total current assets	27,963	22,321
Property and equipment, net	496	557
Operating lease - right-of-use asset	1,176	1,140
Intangible assets, net	20,116	22,439
Other assets	1,012	995
Total assets	50,763	47,452
Current liabilities:
Accounts payable	4,974	5,808
Accrued liabilities	3,798	8,165
Operating lease liability, current	348	483
Notes payable, current	4,867	15,883
Total current liabilities	13,987	30,339
Operating lease liability, net of current portion	886	725
Notes payable, net of discount, net of current portion (includes notes designated at Fair Value Option amounting to $31.0 million as of December 31, 2023 and $7.8 million December 31, 2022, respectively)	30,993	17,744
Total liabilities	45,866	48,808
Commitments and contingencies (See Note 5)
Stockholders' equity (deficit)
Additional paid-in capital	313,854	266,971
Noncontrolling interest	(64)	(699)
Accumulated deficit	(308,248)	(266,948)
Accumulated other comprehensive loss	(652)	(680)
Total stockholders' equity (deficit)	4,897	(1,356)
Total liabilities and stockholders' equity (deficit)	50,763	47,452
Series G convertible preferred stock
Stockholders' equity (deficit)
Preferred stock value
Series H convertible preferred stock
Stockholders' equity (deficit)
Preferred stock value
Series I convertible preferred stock
Stockholders' equity (deficit)
Preferred stock value
Common stock - voting
Stockholders' equity (deficit)
Common stock value	7
Common stock - non-voting
Stockholders' equity (deficit)
Common stock value

Fair Value Measurements - Streeterville Note (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jan. 13, 2021
Fair value of liabilities measured on a recurring basis
Fair value	$ 31,000	$ 7,800
Level 3
Fair value of liabilities measured on a recurring basis
Fair value	21,000		$ 20,200
Streeterville Note
Fair value of liabilities measured on a recurring basis
Fair value	9,793	7,839
Streeterville Note \| Level 3
Fair value of liabilities measured on a recurring basis
Fair value	$ 9,793	$ 7,839	$ 7,800

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

13. Income Taxes

The Company's loss before provision for income taxes during the years ended December 31, 2023 and 2022, was a domestic loss of $35.6 million and $42.1 million, and a foreign loss of $6.3 million and $6.3 million, respectively.

The effective tax rate for 2023 and 2022 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, 2023 and 2022.

The Company’s effective tax during the years ended December 31, 2023 and 2022, differed from the federal statutory rate as follows:


	December 31,
	2023		2022
Statutory rate	(21.0)	%	(21.0)	%
State taxes	(2.0)	%	(1.8)	%
Intercompany transactions	1.0	%	0.2	%
Valuation allowance	20.7	%	18.3	%
Nondeductible warrant expense	—	%	(0.3)	%
Book loss on debt extinguishment	(1.9)	%	1.0	%
Foreign rate differential	(1.8)	%	(0.7)	%
Other	4.9	%	4.3	%
Effective tax rate	—	%	—	%

Net deferred tax assets as of December 31, 2023 and 2022 consisted of the following:


	December 31,
(In thousands)	2023		2022
Non-current deferred tax assets:
Net operating losses	$	51,853	$	24,773
Tax credits		241		241
Stock compensation		559		3,042
Other		4,981		1,006
		57,634		29,062
Valuation allowance		(56,222)		(28,454)
Net non-current deferred tax assets		1,412		608
Non-current deferred tax liabilities:
Other		(1,431)		(566)
Property and equipment		19		(42)
Net non-current deferred tax liability		(1,412)		(608)
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, 2023 and 2022, due to the uncertainty of realizing future tax benefits from its NOL carryforwards and other deferred tax assets.

The valuation allowance increased by $27.4 million during the year ended December 31, 2023.

As of December 31, 2023, the Company had federal and California NOL carryovers of approximately $209.9 million and $29.4 million, respectively. Of the federal NOL, $20.7 million will begin to expire in 2034 and $122.5 million will carryforward indefinitely. The California NOL will begin to expire in 2033.

As of December 31, 2023, 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 has previously 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 $2.0 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, 2023 and 2022.

The Consolidated Appropriations Act, 2021 (the "Act") was enacted in the US 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, 2023 and 2022.

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, 2023, all unrecognized tax benefits were 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, 2023 or 2022.

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)	2023		2022
Gross Unrecognized Tax Benefit--Beginning Balance	$	77	$	77
Increases Related to Tax Positions from Prior Years		—		—
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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies - Revenue Recognition (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) item agreement	Dec. 31, 2022 USD ($)
Disaggregation of Product Revenue
Number of distribution agreements \| agreement	2
Mytesi
Disaggregation of Product Revenue
Product revenue	$ 9,600,000	$ 11,700,000
Number of specialty pharmacies. \| item	5
Mytesi \| Specialty Pharmacies
Disaggregation of Product Revenue
Product revenue	$ 8,100,000	10,300,000
Canalevia-CA1
Disaggregation of Product Revenue
Product revenue	130,000	167,000
Neonorm
Disaggregation of Product Revenue
Product revenue	$ 42,000	$ 48,000

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock-based Compensation
Total stock-based compensation expense	$ 2,112,000	$ 3,318,000
Research and development expense
Stock-based Compensation
Total stock-based compensation expense	1,044,000	1,263,000
Sales and marketing expense
Stock-based Compensation
Total stock-based compensation expense	152,000	267,000
General and administrative expense
Stock-based Compensation
Total stock-based compensation expense	916,000	$ 1,788,000
Stock options and RSUs
Stock-based Compensation
Unrecognized stock-based compensation expense	$ 116,736
Expected weighted average period to be recognized	4 months 6 days
Employee Stock Option [Member]
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Volatility (as a percent)		164.00%
Expected term (years)	0 years	5 years
Risk-free interest rate (as a percent)		3.20%