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Document and Entity Information - shares	9 Months Ended
Sep. 30, 2017	Nov. 20, 2017
Document and Entity Information
Entity Registrant Name	Jaguar Health, Inc.
Entity Central Index Key	0001585608
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		90,836,710
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 220,590	$ 950,979
Restricted cash	500,000	511,293
Accounts receivable	759,177	4,963
Other receivable	17,349
Due from former parent		299,648
Inventory	1,831,662	412,754
Deferred offering costs	303,963	72,710
Prepaid expenses and other current assets	609,506	302,694
Total current assets	4,242,247	2,555,041
Property and equipment, net	840,852	885,945
Goodwill	18,389,821
Intangible assets, net	36,118,889
Other assets	396,246	122,163
Total assets	59,988,055	3,563,149
Current liabilities:
Accounts payable	7,857,404	517,000
Deferred collaboration revenue	814,589
Deferred product revenue	224,448	224,454
Deferred rent	5,928
Convertible notes payable	3,213,209	150,000
Accrued expenses	1,927,301	582,522
Warrant liability	163,080	799,201
Derivative liability	19,000
Current portion of long-term debt	1,801,227	1,919,675
Total current liabilities	16,026,186	4,192,852
Long-term debt, net of discount		1,817,526
Convertible notes payable	11,161,000
Deferred tax liability	990,549
Deferred rent		6,956
Total liabilities	28,177,735	6,017,334
Commitments and Contingencies (See Note 7)
Stockholders' Equity (Deficit):
Preferred stock: $0.0001 par value, 10,000,000 shares authorized at September 30, 2017 and December 31, 2016; no shares issued and outstanding at September 30, 2017 and December 31, 2016.
Additional paid-in capital	74,000,804	37,980,522
Accumulated deficit	(42,197,264)	(40,436,108)
Total stockholders' equity (deficit)	31,810,320	(2,454,185)
Total liabilities and stockholders' equity	59,988,055	3,563,149
Common stock - voting
Stockholders' Equity (Deficit):
Common stock value	2,463	$ 1,401
Common stock - non-voting
Stockholders' Equity (Deficit):
Common stock value	$ 4,317

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenue
Product revenue	$ 445,665	$ 50,357	$ 581,654	$ 112,646
Collaboration revenue	654,549		2,237,491
Total revenue	1,100,214	50,357	2,819,145	112,646
Operating Expenses
Cost of product revenue	206,228	9,858	247,135	36,867
Research and development expense	851,608	1,967,128	3,033,851	5,672,516
Sales and marketing expense	663,765	136,882	943,908	355,345
General and administrative expense	3,070,702	1,115,312	8,512,195	4,319,856
Impairment of goodwill	3,648,000		3,648,000
Total operating expenses	8,440,303	3,229,180	16,385,089	10,384,584
Loss from operations	(7,340,089)	(3,178,823)	(13,565,944)	(10,271,938)
Interest expense	(464,684)	(235,191)	(800,885)	(774,185)
Other expense	(14,876)	(1,476)	(13,428)	(11,046)
Change in fair value of warrants	388,800		636,121
Loss on extinguishment of debt			(207,713)
Net loss before income tax	(7,430,849)	(3,415,490)	(13,951,849)	(11,057,169)
Income tax benefit	12,190,693		12,190,693
Net income (loss) and comprehensive income (loss)	$ 4,759,844	$ (3,415,490)	$ (1,761,156)	$ (11,057,169)
Net income (loss) per share - basic	$ 0.09	$ (0.30)	$ (0.06)	$ (1.07)
Net income (loss) per share - diluted	$ 0.07	$ (0.30)	$ (0.06)	$ (1.07)
Weighted average shares outstanding:
Basic	55,434,898	11,264,886	28,246,721	10,298,987
Diluted	67,203,530	11,264,886	28,246,721	10,298,987

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCK, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - 9 months ended Sep. 30, 2017 - USD ($)	Private Investment in Public Entities June 2016 Common Stock Common stock - voting	Private Investment in Public Entities June 2016 Additional Paid-in Capital	Private Investment in Public Entities June 2016	Private Investment in Public Entities June 2017 Common Stock Common stock - voting	Private Investment in Public Entities June 2017 Additional Paid-in Capital	Private Investment in Public Entities June 2017	Common Stock Common stock - voting	Common Stock Common stock - non-voting	Additional Paid-in Capital Common stock - voting	Additional Paid-in Capital Common stock - non-voting	Additional Paid-in Capital	Deficit Accumulated During the Development Stage	Common stock - voting	Common stock - non-voting	Total
Balance at Dec. 31, 2016							$ 1,401				$ 37,980,522	$ (40,436,108)			$ (2,454,185)
Balance (in shares) at Dec. 31, 2016							14,007,132
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of common stock in a private investment in public entities offering, net of offering costs of $105,398, $72,710 and $6,000	$ 397	$ 2,313,977	$ 2,314,374	$ 20	$ 93,980	$ 94,000
Issuance of common stock in a private investment in public entities offering, net of offering costs of $105,398, $72,710 and $6,000 (in shares)	3,972,510			200,000
Issuance of common stock in a merger							$ 228	$ 4,317	$ 1,277,941	$ 24,172,725			$ 1,278,169	$ 24,177,042
Stock Issued During Period, Shares, Acquisitions							2,282,445	43,173,288
Issuance of common stock in a July 2017 CSPA							$ 325				2,999,675				3,000,000
Issuance of common stock in a July CSPA (in shares)							3,243,243
Issuance of common stock warrants in a merger											630,859				630,859
Issuance of replacement stock options in a merger											5,691				5,691
Issuance of replacement restricted stock units in a merger											3,300,555				3,300,555
Issuance of common stock in exchange of warrants							$ 91				386,243				386,334
Issuance of common stock in exchange of warrants (in shares)							908,334
Stock-based compensation											630,924				630,924
Warrants, issued in conjunction with debt extinguishment											207,713				207,713
Issuance of common stock in exchange for vested restricted stock units							$ 1				(1)
Issuance of common stock in exchange for vested restricted stock units (in shares)							13,703
Net and comprehensive loss												(1,761,156)			(1,761,156)
Balance at Sep. 30, 2017							$ 2,463	$ 4,317			$ 74,000,804	$ (42,197,264)			$ 31,810,320
Balance (in shares) at Sep. 30, 2017							24,627,367	43,173,288

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows from Operating Activities
Net loss	$ (1,761,156)	$ (11,057,169)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	326,204	32,463
Loss on extinguishment of debt	207,713
Impairment of goodwill	3,648,000
Deferred income tax benefit	(12,190,693)
Stock issued in Napo merger for services	151,351
Charge in relation to modification of warrants	23,000
Stock-based compensation	630,924	478,442
Amortization of debt issuance costs and debt discount	367,891	396,107
Change in fair value of warrants	(636,121)
Change in fair value of derivative liability	(1,000)
Changes in assets and liabilities
Accounts receivable - trade	(457,576)	50,904
Other receivable	(17,349)
Inventory	369,155	(46,356)
Prepaid expenses and other current assets	(256,057)	(331,124)
Deferred offering costs	(231,253)
Other non-current assets	122,163
Due from former parent	(164,647)	(269,863)
Deferred collaboration revenue	814,589
Deferred product revenue	(6)	(5,701)
Deferred rent	(1,028)	3,478
License fee payable		(425,000)
Accounts payable	4,691,363	(151,912)
Accrued expenses	(130,255)	(360,776)
Total cash used in operations	(4,494,788)	(11,686,507)
Cash Flows from Investing Activities
Purchase of equipment		(104,207)
Cash paid in Napo merger, net of cash acquired	(1,557,340)
Change in restricted cash	11,293	2,011,420
Total cash (used in) provided by investing activities	(1,546,047)	1,907,213
Cash Flows from Financing Activities
Repayment of long-term debt	(2,161,262)	(2,011,420)
Proceeds from issuance of convertible debt	1,700,000
Proceeds from issuance of common stock in follow-on secondary public offering, net of commissions, discounts		5,000,000
Proceeds from issuance of common stock in a July 2017 CSPA	3,000,000
Proceeds from the issuance of common stock through the exercise of common stock warrants	363,334
Total Cash Provided by Financing Activities	5,310,446	3,895,174
Net decrease in cash and cash equivalents	(730,389)	(5,884,120)
Cash and cash equivalents, beginning of period	950,979	7,697,531
Cash and cash equivalents, end of period	220,590	1,813,411
Supplemental Schedule of Non-Cash Financing and Investing Activities
Interest paid on long-term debt	201,835	382,810
Fair value of common stock issued in a merger	25,303,859
Fair value of replacement of common stock warrants issued in a merger	630,859
Fair value of replacement restricted stock units issued in a merger	3,300,555
Fair value of replacement stock options issued in a merger	5,691
Secondary public offering
Cash Flows from Financing Activities
Deferred offering costs		(869,898)
Private Investment in Public Entities June 2016
Cash Flows from Financing Activities
Proceeds from issuance of common stock in a private investment in public entities	2,376,155	1,881,890
Deferred offering costs	(61,781)	$ (105,398)
Private Investment in Public Entities June 2017
Cash Flows from Financing Activities
Proceeds from issuance of common stock in a private investment in public entities	100,000
Deferred offering costs	$ (6,000)

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Our unaudited condensed financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of September 30, 2017 and the results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the entire year.

Principles of Consolidation

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

Use of Estimates

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

Deferred Offering Costs

Deferred offering costs are costs incurred in filings of registration statements with the Securities and Exchange Commission. These deferred offering costs are offset against proceeds received upon the closing of the offerings. Deferred costs of $303,963 as of September 30, 2017 include legal, accounting, printer, and filing fees associated with follow-on public offering in October 2017. Deferred costs of $72,710 as of December 31, 2016, include legal, accounting, printer and filing fees associated with the Company’s registration of unissued shares in the CSPA.

Concentration of Credit Risk and Cash and Cash Equivalents

Cash is the financial instrument that potentially subjects the Company to a concentration of credit risk as cash is deposited with a bank and cash balances are generally in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The carrying value of cash approximates fair value at September 30, 2017 and December 31, 2016.

Fair Values

The Company’s financial instruments include, cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, warrant liabilities, derivative liability, and debt. Cash is reported at fair value. The recorded carrying amount of accounts receivable, accounts payable and accrued expenses reflect their fair value due to their short-term nature. The carrying value of the interest-bearing debt approximates fair value based upon the borrowing rates currently available to the Company for bank loans with similar terms and maturities. See Note 4 for the fair value measurements, and Note 8 for the fair value of the Company’s warrant liabilities and derivative liability.

Restricted Cash

On August 18, 2015, the Company entered into a long-term loan and security agreement with a lender for up to $8.0 million, which provided for an initial loan commitment of $6.0 million. The loan agreement required the Company to maintain a base minimum cash balance of $4.5 million until the Company met certain milestones and/or when the Company begins making principal payments. On December 22, 2015, the Company achieved certain milestones and the base minimum cash balance was reduced to $3.0 million. Aggregate principal payments of $3.0 million further reduced the restricted cash balance to $0 as of September 30, 2017. Restrictions were fully released on April 1, 2017. On July 7, 2017, the Company entered into the third amendment to the Loan Agreement upon which the Company paid $1.0 million of the outstanding loan balance, and the Lender waived the Prepayment Charge associated with such prepayment. The Third Amendment modified the repayment schedule providing a three-month period of interest only payments for the period from August 2017 through October 2017, and reduced the required cash amount that the Company must keep on hand to $500,000, which will be reduced following the Lender’s receipt of each principal repayment subsequent to the $1.0 million payment.

Inventories

Inventories are stated at the lower of cost or market. The Company calculates inventory valuation adjustments when conditions indicate that market 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 market. There have been no write-downs to date.

Property and Equipment

Equipment is stated at cost, less accumulated depreciation. Equipment begins to be depreciated when it is placed into service. Depreciation is calculated using the straight-line method over the estimated useful lives of 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 statements of operations and comprehensive loss.

Long-Lived Assets

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

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

Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. The Company has not recognized any impairment losses through September 30, 2017.

Goodwill and Indefinite-lived Intangible Assets

Goodwill is tested for impairment on an annual basis and in between annual tests if events or circumstances indicate that an impairment loss may have occurred. The test is based on a comparison of the reporting unit’s book value to its estimated fair market value. The Company performs annual impairment test during the fourth quarter of each fiscal year using the opening consolidated balance sheet as of the first day of the fourth quarter, with any resulting impairment recorded in the fourth quarter of the fiscal year.

If the carrying value of a reporting unit’s net assets exceeds its fair value, the goodwill would be considered impaired and would be reduced to its fair value. The goodwill was entirely allocated to the human health reporting unit as the goodwill relates to the Napo Merger. The decline in market capitalization during the three months ended September 30, 2017 was determined to be a triggering event for potential goodwill impairment. Accordingly the Company performed the goodwill impairment analysis. The Company utilized the market capitalization plus a reasonable control premium in the performance of its impairment test. The market capitalization was based on the outstanding shares and the average market share price for the 30 days prior to September 30, 2017. Based on the results of the Company’s impairment test, the Company recorded an impairment charge of $3,648,000 during the three and nine months ended September 30, 2017. If the market capitalization decreases in the future, a reasonable possibility exists that goodwill could be further impaired in the near term and that such impairment may be material to the financial statements.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating the fair value of individual reporting units and indefinite-lived intangible assets requires us to make assumptions and estimates regarding our future plans, as well as industry and economic conditions. These assumptions and estimates include projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors. If current expectations of future growth rates are not met or market factors outside of our control, such as discount rates, change significantly, this may lead to a further goodwill impairment in the future.

Additionally, as goodwill and intangible assets associated with recently acquired businesses are recorded on the balance sheet at their estimated acquisition date fair values, those amounts are more susceptible to an impairment risk if business operating results or macroeconomic conditions deteriorate. Acquired in-process research and development (IPR&D) are intangible assets 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.

Research and Development Expense

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

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605 “Revenue Recognition”, subtopic ASC 605-25 Revenue with Multiple Element Arrangements and subtopic ASC 605-28 “ Revenue Recognition-Milestone Method “, which provides accounting guidance for revenue recognition for arrangements with multiple deliverables and guidance on defining the milestone and determining when the use of the milestone method of revenue recognition for research and development transactions is appropriate, respectively. For multiple-element arrangements, each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. If a deliverable in a multiple element arrangement is not deemed to have a stand-alone value, consideration received for such a deliverable is recognized ratably over the term of the arrangement or the estimated performance period, and it will be periodically reviewed based on the progress of the related product development plan. The effect of a change made to an estimated performance period and therefore revenue recognized ratably would occur on a prospective basis in the period that the change was made.

The Company recognizes revenue under its licensing, development, co-promotion and commercialization agreement from milestone payments when: (i) the milestone event is substantive and its achievability has substantive uncertainty at the inception of the agreement, and (ii) it does not have ongoing performance obligations related to the achievement of the milestone earned. Milestone payments are considered substantive if all of the following conditions are met: the milestone payment (a) is commensurate with either the Company’s performance subsequent to the inception of the arrangement to achieve the milestone or the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the Company’s performance subsequent to the inception of the arrangement to achieve the milestone, (b) relates solely to past performance, and (c) is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement.

The Company records revenue related to the reimbursement of costs incurred under the collaboration agreement where the company acts as principal, controls the research and development activities and bears credit risk. Under the agreement, the Company is reimbursed for associated out-of-pocket costs and for certain employee costs. The gross amount of these pass-through costs is reported in revenue in the accompanying statements of operations and comprehensive loss, while the actual expense for which the Company is reimbursed are reflected as research and development costs.

Determining whether and when some of these revenue recognition criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue the Company will report. Changes in assumptions or judgments or changes to the elements in an arrangement could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period.

Product Revenue

Sales of Neonorm Calf and Foal to distributors are made under agreements that may provide distributor price adjustments and rights of return under certain circumstances. Until the Company develops sufficient sales history and pipeline visibility, revenue and

costs of distributor sales will be deferred until products are sold by the distributor to the distributor’s customers. Revenue recognition depends on notification either directly from the distributor that product has been sold to the distributor’s customer, when the Company has access to the data. Deferred revenue on shipments to distributors reflect the estimated effects of distributor price adjustments, if any, and the estimated amount of gross margin expected to be realized when the distributor sells through product purchased from the Company. Company sales to distributors are invoiced and included in accounts receivable and deferred revenue upon shipment. Inventory is relieved and revenue recognized upon shipment by the distributor to their customer. The Company had Neonorm revenues of $33,611 and $26,357 for the three months ended September 30, 2017 and 2016, and $139,600 and $88,646 for the nine months ended September 30, 2017 and 2016.

Sales of Botanical Extract are recognized as revenue when delivered to the customer. The Company had Botanical Extract revenues of $48,000 and $24,000 in the three months ended September 30, 2017 and 2016, and $78,000 and $24,000 in the nine months ended September 30, 2017 and 2016.

The Company’s subsidiary — Napo sells its drug product, Mytesi through one distributor that in turn sells to various wholesalers in the United States. Sales are recognized as revenue when delivered to the wholesalers. Mytesi revenue included in the Company’s revenue for the nine months months ended September 2017 and 2016 is $364,054 and $0, respectively. Mytesi revenue included in the Company’s revenue for the three months ended September 2017 and 2016 is $364,054 and $0, respectively. The Company records a reserve for estimated product returns under terms of agreements with wholesalers based on its historical returns experience. Reserves for returns at September 30, 2017 were immaterial. If actual returns differed from the Company’s historical experience, changes to the reserved could be required in future periods.

Collaboration Revenue

On January 27, 2017, the Company entered into a licensing, development, co-promotion and commercialization agreement (the “Elanco Agreement”) with Elanco US Inc. (“Elanco”) to license, develop and commercialize Canalevia (“Licensed Product”), our drug product candidate under investigation for treatment of acute and chemotherapy-induced diarrhea in dogs, and other drug product formulations of crofelemer for treatment of gastrointestinal diseases, conditions and symptoms in cats and other companion animals. The Company grants Elanco exclusive global rights to Canalevia, a product whose active pharmaceutical ingredient is sustainably isolated and purified from the Croton lechleri tree, for use in companion animals. Pursuant to the Elanco Agreement, Elanco will have exclusive rights globally outside the U.S. and co-exclusive rights with the Company in the U.S. to direct all marketing, advertising, promotion, launch and sales activities related to the Licensed Products.

Under the terms of the Elanco Agreement, the Company received an initial upfront payment of $2,548,689, inclusive of reimbursement of past product and development expenses of $1,048,689, and will receive additional payments upon achievement of certain development, regulatory and sales milestones in an aggregate amount of up to $61.0 million payable throughout the term of the Elanco Agreement, as well as product development expense reimbursement for any additional product development expenses incurred, and royalty payments on global sales. The $61.0 million development and commercial milestones consist of $1.0 million for successful completion of a dose ranging study; $2.0 million for the first commercial sale of license product for acute indications of diarrhea; $3.0 million for the first commercial sale of a license product for chronic indications of diarrhea; $25.0 million for aggregate worldwide net sales of licensed products exceeding $100.0 million in a calendar year during the term of the agreement; and $30.0 million for aggregate worldwide net sales of licensed products exceeding $250.0 million in a calendar year during the terms of the agreement. Each of the development and commercial milestones are considered substantive. No revenues associated with the achievement of the milestones has been recognized to date. The Elanco Agreement specifies that the Company will supply the Licensed Products to Elanco, and that the parties will agree to set a minimum sales requirement that Elanco must meet to maintain exclusivity. The $2,548,689 upfront payment, inclusive of reimbursement of past product and development expenses of $1,048,689 is recognized as revenue ratably over the estimated development period of one year resulting in $637,200 and $1,734,100 in collaboration revenue in the three and nine months ended September 30, 2017 which are included in the Company’s statements of operations and comprehensive loss. The difference of $814,589 is included in deferred collaboration revenue in the Company’s balance sheet.

In addition to the upfront payments, Elanco reimburses the Company for certain development and regulatory expenses related to our planned target animal safety study and the completion of the Canalevia field study for acute diarrhea in dogs. These are recognized as revenue in the month in which the related expenses are incurred. The Company has $17,349 of unreimbursed expenses as of September 30, 2017, which is included in Other Receivables on the Company’s balance sheet. The Company included the $17,349 and $503,391 in collaboration revenue in the three and nine months ended September 30, 2017 which are included in the Company’s statements of operations and comprehensive loss.

Stock-Based Compensation

The Company’s 2013 Equity Incentive Plan and 2014 Stock Incentive Plan (see Note 11) provides for the grant of stock options, restricted stock and restricted stock unit awards.

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

The Company uses the grant date fair market value of its common stock to value both employee and non-employee options when granted. The Company revalues non-employee options each reporting period using the fair market value of the Company’s common stock as of the last day of each reporting period.

Classification of Securities

The Company applies the principles of ASC 480-10 “Distinguishing Liabilities from Equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity” to determine whether financial instruments such as warrants should be classified as liabilities or equity and whether beneficial conversion features exist. Financial instruments such as warrants that are evaluated to be classified as liabilities are fair valued upon issuance and are remeasured at fair value at subsequent reporting periods with the resulting change in fair value recorded in other income/(expense). The fair value of warrants is estimated using the Black-Scholes-Merton model and requires the input of subjective assumptions including expected stock price volatility and expected life.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties.

Comprehensive Loss

Comprehensive loss is defined as changes in stockholders’ equity (deficit) exclusive of transactions with owners (such as capital contributions and distributions). For the three and nine months ended September 30, 2017 and 2016 there was no difference between net loss and comprehensive loss.

Segment Data

Prior to the merger with Napo, the Company managed its operation as a single segment for the purposes of assessing performance and making operating decisions. The Company reorganized their segments to reflect the change in the organizational structure resulting from the merger with Napo. Post-merger with Napo, the Company manages its operations through two segments. The Company has two reportable segments — human health and animal health. The animal health segment is focused on developing and commercializing prescription and non-prescription products for companion and production animals. The human health segment is focused on developing and commercializing of human products and the ongoing commercialization of Mytesi™, which is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenue from external customers
Human Health	$	364,054		$	—		$	364,054		$	—
Animal Health	736,160			50,357			2,455,091			112,646

Consolidated Totals	$	1,100,214		$	50,357		$	2,819,145		$	112,646

Interest expense
Human Health	$	(192,120	)	$	—		$	(192,120	)	$	—
Animal Health	(272,564		)	(235,191		)	(608,765		)	(774,185		)

Consolidated Totals	$	464,684		$	(235,191	)	$	(800,885	)	$	(774,185	)

Depreciation and amortization
Human Health	$	281,111		$	—		$	281,111		$	—
Animal Health	15,031			15,031			45,093			32,463

Consolidated Totals	$	296,142		$	15,031		$	326,204		$	32,463

Segment profit
Human Health	$	996,493		$	—		$	996,493		$	—
Animal Health	3,763,351			(3,415,490		)	(2,757,649		)	(11,057,169		)

Total	$	4,759,844		$	(3,415,490	)	$	(1,761,156	)	$	(11,057,169	)

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

	September 30,		December 31,
	2017		2016
Segment assets
Human Health	$	57,568,731	$	—
Animal Health	34,754,604		3,563,149

Total	$	92,323,335	$	3,563,149

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

	September 30,			December 31,
	2017			2016
Total assets for reportable segments	$	92,323,335		$	3,563,149
Less: investment in subsidiary	(29,240,965		)	—
Less: Intercompany loan	(2,000,000		)	—
Less: Intercompany receivable	(1,094,315		)	—

Consolidated Totals	$	59,988,055		$	3,563,149

Basic and Diluted Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted-average number of common shares, including potential dilutive shares of common stock assuming the dilutive effect of potential dilutive securities. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, because their impact would be anti-dilutive to the calculation of net loss per common share. Diluted net loss per common share is the same as basic net loss per common share for the three and nine months ended September 30, 2017 and 2016.

Recent Accounting Pronouncements

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception” (“ASU 2017-11”), which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. The amendments in Part I of this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of the adoption of ASU 2017-11 on its consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The Company does not expect the adoption of ASU 2017-09 to have a material impact on our consolidated financial statements.

In February 2017, the FASB issued ASU No. 2017-05, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (“ASU 2017-05”), which clarifies the scope of the nonfinancial asset guidance in Subtopic 610-20. This ASU also clarifies that the derecognition of all businesses and nonprofit activities (except those related to conveyances of oil and gas mineral rights or contracts with customers) should be accounted for in accordance with the derecognition and deconsolidation guidance in Subtopic 810-10. The amendments in this ASU also provide guidance on the accounting for what often are referred to as partial sales of nonfinancial assets within the scope of Subtopic 610-20 and contributions of nonfinancial assets to a joint venture or other noncontrolled investee. The amendments in this ASU are effective for annual reporting reports beginning after December 15, 2017, including interim reporting periods within that reporting period. Public entities may apply the guidance earlier but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company does not expect the adoption of ASU 2017-05 to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04 related to goodwill impairment testing. This ASU eliminates Step 2 from the goodwill impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, the entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. Previously, if the fair value of a reporting unit was lower than its carrying amount (Step 1), an entity was required to calculate any impairment charge by comparing the implied fair value of goodwill with its carrying amount (Step 2). Additionally, under the new standard, entities that have reporting units with zero or negative carrying amounts will no longer be required to perform the qualitative assessment to determine whether to perform Step 2 of the goodwill impairment test. As a result, reporting units with zero or negative carrying amounts will generally be expected to pass the simplified impairment test; however, additional disclosure will be required of those entities. This ASU will be effective beginning in the first quarter of our fiscal year 2020. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The new guidance must be adopted on a prospective basis. The Company early adopted this ASU in 2017. For impact of the adoption of this standard, refer to Note 6 “Goodwill”.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash, or ASU 2016-18, that will require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. Entities will also have to disclose the nature of their restricted cash and restricted cash equivalent balances. ASU 2016-18 becomes effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. Any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of this standard is not expected to have an impact on the Company’s financial position or results of operations.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses the following cash flow issues: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years and are effective for all other entities for fiscal years beginning after December 15, 2018 and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of ASU No. 2016-15 on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee stock-based payment transactions. The areas for simplification in ASU No. 2016-09 include the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Among other requirements, the new guidance requires all tax effects related to share-based payments at settlement (or expiration) to be recorded through the income statement. Previously, tax benefits in excess of compensation cost (“windfalls”) were recorded in equity, and tax deficiencies (“shortfalls”) were recorded in equity to the extent of previous windfalls, and then to the income statement. Under the new guidance, the windfall tax benefit is to be recorded when it arises, subject to normal valuation allowance considerations. The adoption of this standard did not have any impact to the Statement of Operations or the Statement of Cash Flows. As of December 31, 2016, the Company had no unrecognized deferred tax assets related to excess tax benefits, and as such, there was no cumulative-effect adjustment to the beginning accumulated deficit. Additionally, the treatment of forfeitures has not changed as the Company is electing to continue its current process of estimating the number of forfeitures. As such, this has no cumulative effect on accumulated deficit.

In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. ASU 2016-06 clarifies that an entity will only need to consider the four-step decision sequence, as provided by the amended ASC 815-15-25-42, to assess whether the economic characteristics and risks of embedded put or call options are clearly related to those of their hosts. ASU 2016-16 is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2016; accordingly, the Company adopted this guidance during 2017.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which replaces the current lease accounting standard. ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the new standard on its financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2017 and allows for prospective or retrospective application. The Company currently anticipates utilizing the full retrospective method of adoption allowed by the standard, in order to provide for comparative results in all periods presented, and plans to adopt the standard as of January 1, 2018. The Company is in the process of evaluating the impact of the new standard and related guidance on the Company’s consolidated financial statements and related disclosures including the impact of the new standard on its accounting policies, processes, and system requirements. While the Company continues to assess all potential impacts under the new standard, there is the potential for significant impacts to our revenue recognition policy relating to royalty revenues and certain other revenues that are currently recognized on a cash basis or sell through method. Upon adoption of these standards, these revenues will be recognized in the periods in which the sales occur, subject to the constraint on variable consideration. We currently do not expect that adopting these standards will have a material impact on our Condensed Consolidated Financial Statements.

Business Combination

9 Months Ended

Sep. 30, 2017

Business Combination

Business Combination

3. Business Combination

As discussed in Note 1 — Organization and Business, the Company completed a merger with Napo on July 31, 2017 . Napo now operates as a wholly-owned subsidiary of Jaguar focused on human health and the ongoing commercialization of Mytesi, a Napo drug product approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.

The merger was accounted for under the acquisition method of accounting for business combinations and Jaguar was considered to be the acquiring company. Under the acquisition method of accounting, total consideration exchanged was:

	(Unaudited)
Fair value of Jaguar common stock	$	25,303,859
Fair value of Jaguar common stock warrants	630,859
Fair value of replacement restricted stock units	3,300,555
Fair value of replacement stock options	5,691
Cash	2,000,000
Effective settlement of receivable from Napo	464,295

Total consideration exchanged	$	31,705,259

The purchase price allocation to assets and liabilities assumed in the transaction was:

Current assets	$	2,578,114
Non-current assets	396,247
Identifiable intangible assets	36,400,000
Current liabilities	(4,052,180		)
Convertible notes payable	(12,473,501		)
Deferred tax liability	(13,181,242		)

Net assets acquired	9,667,438
Goodwill on acquisition	22,037,821

Total consideration	$	31,705,259

Under the acquisition method of accounting, certain identifiable assets and liabilities of Napo including identifiable intangible assets, inventory, debt and deferred revenue were recorded based on their estimated fair values as of the effective time of the Napo Merger. Tangible and other assets and liabilities were valued at their respective carrying amounts, which management believes approximate their fair values.

The Developed Technology (DT) is for the development and commercial processing of Mytesi™ (crofelemer 125mg delayed-release tablets), which is an antidiarrheal indicated for the symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS on antiretroviral therapy. The DT is a definite lived asset and is being amortized over a 15-year estimated useful life.

The acquired trademarks include Mytesi product trademark, domain names, and other brand related intellectual property. Trademark is a definite lived asset and is being amortized over a 15-year estimated useful life.

The acquired IPR&D projects relate to developing the incomplete technology into a commercially viable product for the several indications related to Mytesi. Mytesi is in development for follow-on indications in cancer therapy-related diarrhea (CTD), an important supportive care indication for patients undergoing primary or adjuvant therapy for cancer treatment. Mytesi is a also in development for rare disease indications for infants and children with congenital diarrheal disorders (CDD) and short bowel syndrome (SBS); for irritable bowel syndrome (IBS); as supportive care for post-surgical inflammatory bowel disease patients (IBD); and as a second-generation anti-secretory agent for use in cholera patients. IPR&D is not amortized during the development period.

The fair value of IPR&D, trademark, and DT was determined using the income approach, which was based on forecasts prepared by management.

The Napo Merger resulted in $22,037,821 of goodwill relating principally to synergies expected to be achieved from the combined operations and planned growth in new markets. Goodwill has been allocated to the human health segment.

As none of the goodwill, IPR&D, and developed technology acquired are expected to be deductible for income tax purposes, it was determined that a deferred income tax liability of $14,498,120 was required to reflect the book to tax differences of the merger. A deferred tax asset of $1,316,878 was accounted as an element of consideration for the replacement share-based payment awards as the replacement awards are expected to result in a future tax deduction.

The Company valued finished goods using a net realizable value approach, which resulted in a step-up of $84,806. Raw material was valued using the replacement cost approach.

The Company valued convertible debt assumed in the Napo Merger based on the value of the debt and the conversion option at $12,473,501 (see note 8). The Company incurred acquisition related costs of $1,103,331 and $3,554,250 during the three months ended September 30, 2017 and nine months ended September 30, 2017, respectively. The acquisition related costs for the three and nine months ended September 30, 2017 includes the fair value of $151,351 for 270,270 shares of Company’s common stock issued to a former creditor of Napo towards reimbursement of acquisition related costs. Acquisition related costs are expensed as incurred to general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

The following table provides unaudited proforma results, prepared in accordance with ASC 805, for the three and nine months ended September 30, 2017 and September 30, 2016, as if Napo was acquired on January 1, 2016.

	For the three months ended			For the nine months ended
	September 30,			September 30,
	2017	2016		2017		2016
Net sales	1,253,447	496,476		3,894,222		677,310
Net income (loss)	5,281,573	(3,698,298	)	(2,905,689	)	(16,092,681	)
Net income (loss) per share, basic	0.10	(0.33	)	(0.10	)	(1.56	)
Net income (loss) per share, diluted	0.08	(0.33	)	(0.10	)	(1.56	)

The unaudited proforma results include adjustments to eliminate the interest on Napo’s historical convertible debt not assumed by Jaguar and debt exchanged for Jaguar common stock, record interest on convertible debt assumed by Jaguar, eliminate Napo impairment of investment in related party, and eliminate Napo’s loss from investment in related party. The Company made proforma adjustments to exclude the acquisition related costs for the three and nine months ended September 30, 2017 and to exclude the acquisition related costs in the results for the three and nine months ended September 30, 2016, because such costs are nonrecurring and are directly related to the Napo Merger.

The unaudited pro forma condensed results do not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the Napo Merger.The unaudited proforma results do not include any anticipated cost savings or other effects of future integration efforts. Unaudited pro forma amounts are not necessarily indicative of results had the Napo Merger occurred on January 1, 2016 or of future results.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=73530397&loc=SL65897772-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2017

Fair Value Measurements

Fair Value Measurements

4. Fair Value Measurements

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

Level 1—Quoted prices in active markets for identical assets or liabilities;

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The following table presents information about the Company’s derivative and warrant liabilities that were measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 and indicates the fair value hierarchy of the valuation:

	September 30, 2017
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	163,080	$	163,080
Derivative liability	—		—		19,000		19,000

Total fair value	$	—	$	—	$	182,080	$	182,080

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	799,201	$	799,201
Derivative liability	—		—		—		—

Total fair value	$	—	$	—	$	799,201	$	799,201

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

	For the three months ended
	September 30, 2017						September 30, 2016
	Warrant liability			Derivative liability			Warrant liability		Derivative liability
Beginning value of level 3 liability	$	551,880		$	20,000		$	—	$	—
Issuance	—			—			—		—
Change in fair value of level 3 liability	(388,800		)	(1,000		)	—		—

Ending fair value of level 3 liability	$	163,080		$	19,000		$	—	$	—

	For the nine months ended
	September 30, 2017						September 30, 2016
	Warrant liability			Derivative liability			Warrant liability		Derivative liability
Beginning value of level 3 liability	$	799,201		$	—		$	—	$	—
Issuance	—			20,000			—		—
Change in fair value of level 3 liability	(636,121		)	(1,000		)	—		—

Ending fair value of level 3 liability	$	163,080		$	19,000		$	—	$	—

The warrants associated with the level 3 liability were issued in 2016 and were originally valued on November 29, 2016 using the Black-Scholes-Merton model with the following assumptions: stock price of $0.69, exercise price of $0.75, term of 5.5 years expiring May 2022, volatility of 71.92%, dividend yield of 0%, and risk-free interest rate of 1.87%. The warrants were revalued at December 31, 2016 using the Black-Scholes-Merton model with the following assumptions: stock price of $0.72, exercise price of $0.75, term of 5.41 years expiring May 2022, volatility of 73.62%, dividend yield of 0%, and risk-free interest rate of 2.0%. The warrants were again revalued at September 30, 2017 using the Black-Scholes-Merton model with the following assumptions: stock price of $0.20, exercise price of $0.75, term of 4.67 years expiring May 2022, volatility of 90.77%, dividend yield of 0%, and risk-free interest rate of 1.87%.

The Company computed fair values at June 30, 2017 of $15,000 and $5,000 for the repayment and the interest rate increase feature, respectively, for the June 2017 Convertible Note, using the Binomial Lattice Model, which was based on the generalized binomial option pricing formula. The $20,000 combined fair value was carved out and is included as a derivative liability on the Balance Sheet. The derviatives were revalued at September 30, 2017 using the same Model resulting in a combined fair value of $19,000. The $1,000 gain is included in other income and expense in the Company’s statement of income and comprehensive income.

The change in the fair value of the level 3 derivative and warrant liabilities is reflected in the statement of operations and comprehensive loss for the nine months ended September 30, 2017.

- Definition

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

+ References + Details

Balance Sheet Components

9 Months Ended

Sep. 30, 2017

Balance Sheet Components

Balance Sheet Components

6. Balance Sheet Components

Property and Equipment

Property and equipment at September 30, 2017 and December 31, 2016 consisted of the following:

	September 30,			December 31,
	2017			2016
Lab equipment	$	811,087		$	811,087
Clinical equipment	64,870			64,870
Software	62,637			62,637

Total property and equipment at cost	938,594			938,594
Accumulated depreciation	(97,742		)	(52,649		)

Property and equipment, net	$	840,852		$	885,945

Depreciation and amortization expense was $15,031 and $15,031 in the three months ended September 30, 2017 and 2016, and $45,093 and $32,463 in the nine months ended September 30, 2017 and 2016, which are included in the statements of operations and comprehensive loss as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Depreciation - lab equipment - research and development expense	$	6,568	$	6,568	$	19,704	$	19,704
Depreciation - clinical equipment - research and development expense	3,243		3,243		9,730		6,959
Depreciation - software - general and administrative expense	5,220		5,220		15,659		5,800

Total depreciation expense	$	15,031	$	15,031	$	45,093	$	32,463

Intangible assets

Intangible assets at September 30, 2017 and December 31, 2016 consisted of the following:

	September 30,			December 31,
	2017			2016
Developed technology	$	25,000,000		$	—
IPR&D	11,100,000			—
Trademarks	300,000			—

Total intangible assets	36,400,000			—
Less: Accumulated amortization	(281,111		)	—

Total intangible assets, net	$	36,118,889		$	—

Amortization expense was $281,111 and $0 in the three months ended September 30, 2017 and 2016 and was $281,111 and $0 in the nine months ended September 30, 2017 and 2016.

Goodwill

The change in the carrying amount of goodwill for the nine months ended September 2017 was as follows:

Balance at December 31, 2016	$	—
Goodwill acquired in conjunction with Napo Merger	22,037,821
Impairment	(3,648,000		)

Balance at September 30, 2017	$	18,389,821

Accrued Expenses

Accrued expenses at September 30, 2017 and December 31, 2016 consist of the following:

	September 30,		December 31,
	2017		2016
Accrued compensation and related:
Accrued vacation	$	264,223	$	223,769
Accrued payroll	150		2,692
Accrued payroll tax	20,312		20,140

	284,685		246,601
Accrued interest	422,179		123,982
Accrued clinical	17,045		36,725
Accrued research and development costs	668,850		—
Accrued legal costs	—		92,500
Accrued audit	—		37,000
Marketing advance	168,525		—
Accrued other	366,017		45,714

Total	$	1,927,301	$	582,522

Debt and Warrants

9 Months Ended

Sep. 30, 2017

Debt and Warrants

Debt and Warrants

8. Debt and Warrants

Convertible Notes and Warrants

Convertible notes and related interest payable at September 30, 2017 and December 31, 2016 consist of the following:

	Notes Payable
	September 30,			December 31,
	2017			2016
February 2015 convertible notes payable	150,000			150,000
June 2017 convertible note payable	2,135,000			—
Napo convertible notes	12,473,501			—

	$	14,758,501		$	150,000
Less: unamortized debt discount and debt issuance costs	(384,292		)	—

Net convertible notes payable obligation	$	14,374,209		$	150,000


Convertible notes payable - non-current	11,161,000			—

Convertible notes payable - current	$	3,213,209		$	150,000

Interest expense on the convertible notes for the three and nine months ended September 30, 2017 and 2016 follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
February 2015 convertible note nominal interest	$	4,537	$	4,537	$	13,463	$	13,512
June 2017 convertible note nominal interest	43,900		—		44,372		—
June 2017 convertible note accretion of debt discount	123,362		—		124,708		—
Napo convertible note nominal interest	175,798		—		175,798		—

Total interest expense on convertible debt	$	347,597	$	4,537	$	358,341	$	13,512

Interest expense is classified as such in the statements of operations and comprehensive income.

February 2015 Convertible Note

In February 2015, the Company issued convertible promissory notes to two accredited investors in the aggregate principal amount of $250,000. These notes were issued pursuant to the convertible note purchase agreement dated December 23, 2014. In connection with the issuance of the notes, the Company issued the lenders warrants to purchase 22,320 shares at $5.60 per share, which expire December 31, 2017. Principal and interest of $103,912 was paid in May 2015 for $100,000 of these notes. The Company analyzed the beneficial nature of the conversion terms and determined that a BCF existed because the effective conversion price was less than the fair value at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method. A BCF for the full face value was recorded as a discount to the notes payable and to additional paid-in capital. The full amount of the BCF was amortized to interest expense by the end of June 2015.

The remaining outstanding note of $150,000 is payable to an investor at an effective simple interest rate of 12% per annum, and was due in full on July 31, 2016. On July 28, 2016, the Company entered into an amendment to delay the repayment of the principal and related interest under the terms of the remaining note from July 31, 2016 to October 31, 2016.

On November 8, 2016, the Company entered into an amendment to extend the maturity date of the remaining note from October 31, 2016 to January 1, 2017. In exchange for the extension of the maturity date, on November 8, 2016, the Company’s board of directors granted the lender a warrant to purchase 120,000 shares of the Company’s common stock for $0.01 per share. The warrant is exercisable at any time on or before July 28, 2022, the expiration date of the warrant. The amendment and related warrant issuance resulted in the Company treating the debt as having been extinguished and replaced with new debt for accounting purposes due to meeting the 10% cash flow test.

*Extinguishment of debt

On January 31, 2017, the Company entered into another amendment to extend the maturity date of the remaining note from January 1, 2017 to January 1, 2018. In exchange for the extension of the maturity date, on January 31, 2017, the Company’s board of directors granted the lender a warrant to purchase 370,916 shares of the Company’s common stock for $0.51 per share. The warrant is exercisable at any time on or before January 31, 2019, the expiration date of the warrant. The amendment and related warrant issuance resulted in the Company treating the debt as having been extinguished and replaced with new debt for accounting purposes due to meeting the 10% cash flow test. The Company calculated a loss on the extinguishment of debt of $207,713, or the equivalent to the fair value of the warrants granted, which is included in loss on extinguishment of debt in the Company’s statements of operations and comprehensive loss in the nine months ended September 30, 2017.

The $150,000 note is included in notes payable in current liabilities on the Company’s balance sheet. The Company has unpaid accrued interest of $47,392 and $33,929, which is included in accrued expenses on the Company’s balance sheet as of September 30, 2017 and December 31, 2016, respectively, and incurred interest expense of $4,537 in the three months ended September 30, 2017 and 2016, respectively, and $13,463 and $13,512 in the nine months ended September 30, 2017 and 2016 which are included in interest expense in the statement of operations and comprehensive loss.

June 2017 Convertible Note

On June 29, 2017, the Company issued a secured convertible promisorry note (“Note”) to a lendor in the aggregate principal amount of $2,155,000 less an original issue discount of $425,000 and less $30,000 to cover the lender’s legal fees for net cash proceeds of $1,700,000. Interest on the outstanding balance will be paid 8% per annum from the purchase price date until the balance is paid in full. All interest calculations are computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months compounded daily and payable in accordance with the terms of the Note. All principal and interest on the debt is due in full on August 2, 2018. The Company accrued interest of $44,372 at September 30, 2017 which is included in accrued expenses on the Company’s balance sheet, and incurred interest expense of $43,900 and $44,372 in interest expense in the three and nine months ended September 30, 2017 which are included in interest expense in the Company’s statement of operations and comprehensive loss. The Company also recorded $123,362 and $124,708 in interest expense in the three and nine months ended September 30, 2017 which are included in the Company’s statement of operations and comprehensive loss for the accretion of the debt discount. The lender has the right to convert all or any portion of the outstanding balance into the Company’s common stock at $1.00 per share.

The Note provides the lender with an optional monthly redemption that allows for the monthly payment of up to $350,000 at the creditor’s option commencing on the earlier of six months after the purchase price date, June 29, 2017, or the effective date of the registration statement which is expected to be before December 2017. ASC 470-10-45-9 and 45-10 provide that debt that is due on demand or will be due on demand within one year from the balance sheet date should be classified as a current liability, even though the liability may not be expected to be paid within that period or the liability has scheduled repayment dates that extend beyond one year but nevertheless is callable by the creditor within one year. As such, despite the fact that the Note is due in full on August 2, 2018, the full amount of the Note balance has been classified as a current liability in the balance sheet.

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

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

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

The Company computed fair values at June 30, 2017 of $15,000 and $5,000 for the repayment and the interest rate increase feature, respectively, using the Binomial Lattice Model, which was based on the generalized binomial option pricing formula. The $20,000 combined fair value was carved out and is included as a derivative liability on the Balance Sheet. The derviatives were revalued at September 30, 2017 using the same Model resulting in a combined fair value of $19,000. The $1,000 gain is included in other income and expense in the Company’s statement of income and comprehensive income.

The balance of the note payable of $1,750,708, consisting of the $2,155,000 face value of the note less note discounts and debt issuance costs of $509,000, less the $20,000 derivative liability, plus the accretion of the debt discount and debt issuance costs of $124,708 in the nine months ended September 30, 2017, is included in notes payable in current liabilities on the balance sheet.

Napo convertible notes

In December 2016, Napo entered into a note purchase agreement which provided for the sale of up to $12,500,000 face amount of notes and issued convertible promissory notes (the Napo December 2016 Notes) in the aggregate face amount of $2,500,000 to three lenders and received proceeds of $2,000,000 which resulted in $500,000 of original issue discount. In July 2017, Napo issued convertible promissory notes (the Napo July 2017 Notes) in the aggregate face amount of $7,500,000 to four lenders and received proceeds of $6,000,000 which resulted in $1,500,000 of original issue discount. The Napo December 2016 Notes and the Napo July 2017 Notes mature on December 30, 2019 and bear interest at 10% with interest due each six-month period after December 30, 2016. On June 30, 2017, the accrued interest of $125,338 was added to principal of the Napo December Notes, and the new principal balance became $2,625,338. Interest may be paid in cash or in the stock of Jaguar per terms of the note purchase agreement. In each one year period beginning December 30, 2016, up to one-third of the principal and accrued interest on the notes may be converted into the common stock of the merged entity at a conversion price of $0.925 per share. The Company assumed these convertible notes at fair value of $11,161,000 as part of the Napo Merger. At September 30, 2017, the balance of the note payable is $11,161,000 and the accrued interest on these notes is $193,565.

In March 2017, Napo entered into an exchangeable note purchase agreement with two lenders for the funding of face amount of $1,312,500 in two $525,000 tranches of face amount $656,250. The notes bear interest at 3% and mature on December 1, 2017. Interest may be paid at maturity in either cash or shares of Jaguar per terms of the exchangeable note purchase agreement. The notes may be exchanged for up to 2,343,752 shares of Jaguar common stock, prior to maturity date. The Company assumed the notes at fair value of $1,312,500 as part of the Napo Merger. At September 30, 2017, the accrued interest on these notes is $19,957.

Long term Debt

In August 2015, the Company entered into a loan and security agreement with a lender for up to $8.0 million, which provided for an initial loan commitment of $6.0 million. The loan agreement requires the Company to maintain $4.5 million of the proceeds in cash, which may be reduced or eliminated on the achievement of certain milestones. An additional $2.0 million is available contingent on the achievement of certain further milestones. The agreement has a term of three years, with interest only payments through February 29, 2016. Thereafter, principal and interest payments will be made with an interest rate of 9.9%. Additionally, there will be a balloon payment of $560,000 on August 1, 2018. This amount is being recognized over the term of the loan agreement and the effective interest rate, considering the balloon payment, is 15.0%. Proceeds to the Company were net of a $134,433 debt discount under the terms of the loan agreement. This debt discount is being recorded as interest expense, using the interest method, over the term of the loan agreement. Under the agreement, the Company is entitled to prepay principal and accrued interest upon five days prior notice to the lender. In the event of prepayment, the Company is obligated to pay a prepayment charge. If such prepayment is made during any of the first twelve months of the loan agreement, the prepayment charge will be (a) during such time as the Company is required to maintain a minimum cash balance, 2% of the minimum cash balance amount plus 3% of the difference between the amount being prepaid and the minimum cash balance, and (b) after such time as the Company is no longer required to maintain a minimum cash balance, 3% of the amount being prepaid. If such prepayment is made during any time after the first twelve months of the loan agreement, 1% of the amount being prepaid.

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

On July 7, 2017, the Company entered into the third amendment to the Loan Agreement upon which the Company paid $1.0 million of the outstanding loan balance, and the Lender waived the Prepayment Charge associated with such prepayment. The Third Amendment modified the repayment schedule providing a three-month period of interest only payments for the period from August 2017 through October 2017, and reduced the required cash amount that the Company must keep on hand to $500,000, which will be reduced following the Lender’s receipt of each principal repayment subsequent to the $1.0 million. As the present value of the cash flows under the terms of the third amendment is less than 10% different from the remaining cash flows under the terms of the loan agreement prior to the amendment, the third amendment was accounted as a debt modification.

As of September 30, 2017 and December 31, 2016, the net long-term debt obligation was as follows:

	September 30,			December 31,
	2017			2016
Debt and unpaid accrued end-of-term payment	$	1,855,328		$	3,894,320
Unamortized note discount	(13,141		)	(42,493		)
Unamortized debt issuance costs	(40,960		)	(114,626		)

Net debt obligation	$	1,801,227		$	3,737,201


Current portion of long-term debt	$	1,801,227		$	1,919,675
Long-term debt, net of discount	—			1,817,526

Total	$	1,801,227		$	3,737,201

Future principal payments under the long-term debt are as follows:

Years ending December 31	Amount
2017 - October through December	$	260,832
2018	1,089,199

Total future principal payments	1,350,031
2018 end-of-term payment	560,000

	1,910,031
Less: unaccreted end-of-term payment at September 30, 2017	(54,703		)

Debt and unpaid accrued end-of-term payment	$	1,855,328

The debt obligation includes an end-of-term payment of $560,000, which accretes over the life of the loan as interest expense. As a result of the debt discount and the end-of-term payment, the effective interest rate for the loan differs from the contractual rate.

Interest expense on the long-term debt for the three and nine months ended September 30, 2017 and 2016 was as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Nominal interest	$	36,906	$	103,566	$	183,040	$	364,566
Accretion of debt discount	7,712		15,337		29,351		50,388
Accretion of end-of-term payment	32,109		63,897		122,269		209,924
Accretion of debt issuance costs	24,038		47,855		91,562		135,795

	$	100,765	$	230,655	$	426,222	$	760,673

Warrants

On November 22, 2016, the Company entered into a Securities Purchase Agreement, or the 2016 Purchase Agreement, with certain institutional investors, pursuant to which the Company sold securities to such investors in a private placement transaction, which we refer to herein as the 2016 Private Placement. In the 2016 Private Placement, the Company sold an aggregate of 1,666,668 shares of the Company’s common stock at a price of $0.60 per share for gross proceeds of approximately $1.0 million. The investors in the 2016 Private Placement also received (i) warrants to purchase up to an aggregate of 1,666,668 shares of the Company’s common stock, at an exercise price of $0.75 per share, or the Series A Warrants, and the Placement Agent received warrants to purchase 133,333 shares of our common stock in lieu of cash for service fees with the same terms as the investors; (ii) warrants to purchase up to an aggregate 1,666,668 shares of the Company’s common stock, at an exercise price of $0.90 per share, or the Series B Warrants, and (iii) warrants to purchase up to an aggregate 1,666,668 shares of our common stock, at an exercise price of $1.00 per share, or the Series C Warrants and, together with the Series A Warrants and the Series B Warrants, the 2016 Warrants. The warrants were granted in three series with different terms. The warrants were valued using the Black-Scholes-Merton warrant pricing model as follows:

Series A Warrants and Placement Agent Warrants: 1,666,668 warrant shares with a strike price of $0.75 per share and an expiration date of May 29, 2022; and 133,333 warrant shares to the placement agent with a strike price of $0.75 and an expiration date of May 29, 2022; the expected life is 5.5 years, the volatility is 71.92% and the risk free rate is 1.87% in valuing these warrants.

Series B Warrants: 1,666,668 warrant shares with a strike price of $0.90 per share and an expiration date of November 29, 2017; the expected life is one year, the volatility is 116.65% and the risk free rate is 0.78% in valuing these warrants.

Series C Warrants: 1,666,668 warrant shares with a strike price of $1.00 per share and an expiration date of May 29, 2018; the expected life is 1.5 years, the volatility is 116.92% and the risk free rate is 0.94%.

The warrant valuation date was November 29, 2016 and the closing price of $0.69 per share was used in determining the fair value of the warrants. The series A warrants and placement agent warrants were valued at $756,001 and were classified as a warrant liability in the Company’s balance sheet. The series A warrants and placement agent warrants were revalued on December 31, 2016 at $799,201 which is included in the Company’s balance sheet, and the $43,200 increase is included in the Company’s statements of operations and comprehensive loss. The stock price was $0.716, the strike price was $0.75 per share, the expected life was 5.41 years, the volatility was 73.62% and the risk free rate was 2.0%. The series B and C warrants were classified as equity, and as such were not subject to revaluation at year end. Costs incurred in connection with the issuance were allocated based on the relative fair values of the Series A and the Series B and C warrants. . The series A warrants and placement agent warrants were revalued on September 30, 2017 at $163,080 and is included in the Company’s balance sheet. The valuation reflects a reduction of $388,800 from the June 30, 2017 valuation of $551,880, and a decrease of $636,121 decrease from the $799,201 December 31, 2016 valuation. The changes are included in the Company’s statements of operations and comprehensive loss. The $163,080 valuation at September 30, 2017 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.20, the strike price was $0.75 per share, the expected life was 4.67 years, the volatility was 90.77% and the risk free rate was 1.87%.

On July 31, 2017, the Company entered into Warrant Exercise Agreements (the “Exercise Agreements”) with certain holders of Series C Warrants (the “Exercising Holders”), which Exercising Holders own, in the aggregate, Series C Warrants exercisable for 908,334 shares of the Company’s common stock. Pursuant to the Exercise Agreements, the Exercising Holders and the Company agreed that the Exercising Holders would exercise their Series C Warrants with respect to 908,334 shares of common stock underlying such Series C Warrants for a reduced exercise price equal to $0.40 per share. The Company received aggregate gross proceeds of approximately $363,334 from the exercise of the Series C Warrants by the Exercising Holders. The difference between the pre-modification and post-modification fair value of $23,000 was expensed in general and administrative expense in the statements of operations and comprehensive income. The pre-modification fair value was computed using the Black-Scholes-Merton model using a stock price of $0.56 (fair market value on modification date), original strike price of $1.00, expected life of 0.83 years, volatility of 115.28%, risk-free rate of 1.20% to arrive at a fair value of $0.1347 per share. The post-modification fair value was computed using the intrinsic value on the date of modification or $0.16 per share.

The Company granted warrants to purchase the 1,224,875 shares of common stock of the Company at an exercise price price of $0.08 per share to replace Napo warrants upon the consummation of the Merger. Of the 1,224,875 warrants, 145,457 warrants expire on December 31, 2018 and 1,079,418 warrants expire on December 31, 2025. The warrants were valued at $630,859, using the Black-Scholes-Merton warrant pricing model as follows: exercise price of $0.08 per share, stock price of $0.56 per share, expected life ranging from 1.42 years to 8.42 years, volatility ranging from 75.07% to 110.03%, and risk free rate ranging from 1.28% to 2.14%. The warrants were accounted in equity.

The Company’s warrant activity is summarized as follows:

	Nine Months Ended		Year Ended
	September 30,		December 31,
	2017		2016
Beginning balance	5,968,876		748,872
Warrants granted	1,595,791		5,253,337
Warrants exercised	(908,334	)	—
Warrants cancelled	—		(33,333	)

Ending balance	6,656,333		5,968,876

Stockholders' Equity

9 Months Ended

Sep. 30, 2017

Stockholders' Equity

Stockholders' Equity

9. Stockholders’ Equity

Common Stock

On July 31, 2017, the Company filed a third amended and restated certificate of incorporation authorizing the Company to issue 250,000,000 shares of common stock $0.0001 par value and 50,000,000 of convertible non-voting common stock, $0.0001 par value per share. The holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. 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.The number of authorized shares of common stock may be increased or decreased by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all shares (including Preferred Stock) entitled to vote. Shares of Jaguar non-voting common stock have the same rights to dividends and other distributions and are convertible into shares of Jaguar common stock on a one-for-one basis upon transfers to non-affiliates of Nantucket (“former creditor of Napo”), upon the release from escrow of certain non-voting shares held by the former creditors of Napo to the legacy stockholders of Napo under specified conditions and at any time on or after April 1, 2018 at the option of the respective holders thereof.

On May 18, 2015, the Company completed an initial public offering (“IPO”) of its common stock. In connection with its IPO, the Company issued and sold 2,860,000 shares of common stock at a price to the public of $7.00 per share. As a result of the IPO, the Company received $15.9 million in net proceeds, after deducting underwriting discounts and commissions of $1.2 million and offering expenses of $2.9 million ($3.3 million including non-cash offering expenses) payable by the Company. In connection with the IPO, the Company’s outstanding shares of convertible preferred stock were automatically converted into 2,010,596 shares of common stock and the Company’s outstanding warrants to purchase convertible preferred stock were all converted to warrants to purchase common stock.

In February 2016, the Company completed a secondary public offering of its common stock. In connection with its secondary public offering, the Company issued and sold 2,000,000 shares of common stock at a price to the public of $2.50 per share. As a result of the secondary public offering, the Company received $4.1 million in net proceeds, after deducting underwriting discounts and commissions of $373,011 and offering expenses of $496,887.

In June 2016, the Company entered into a common stock purchase agreement with a private investor (the “CSPA”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the investor is committed to purchase up to an aggregate of $15.0 million of the Company’s common stock over the approximately 30-month term of the agreement. Upon execution of the CSPA, the Company sold 222,222 shares of its common stock to the investor at $2.25 per share for net proceeds of $394,534, reflecting gross proceeds of $500,000 and offering expenses of $105,398. In consideration for entering into the CSPA, the Company issued 456,667 shares of its common stock to the investor. Concurrently with entering into the CSPA, the Company also entered into a registration rights agreement with the investor (the “Registration Agreement”), in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act of 1933, as amended, the sale of the shares of the Company’s common stock that have been and may be issued to the investor under the CSPA. On June 22, 2016 and September 22, 2016, the Company filed registration statements on Form S-1 (File Nos. 333-212173 and 333-213751) pursuant to the terms of the Registration Agreement, which registration statements were declared effective on July 8, 2016 and October 5, 2016, respectively. In the year ended December 31, 2016, pursuant to the CSPA, the Company sold an additional 1,348,601 shares of the Company’s common stock in exchange for $2,176,700 of cash proceeds. And in the nine months ended September 30, 2017, the Company sold another 3,972,510 shares of the Company’s common stock in exchange for $2,387,085 of cash proceeds. Of the $15.0 million available under the CSPA, the Company has received $4,748,017 as of March 31, 2017. The CSPA limits the number of shares that the Company can sell thereunder to 2,027,490 shares, which equals 19.99% of the Company’s outstanding shares as of the date of the CSPA (such limit, the “19.99% exchange cap”), unless either (i) the Company obtains stockholder approval to issue more than such 19.99% exchange cap or (ii) the average price paid for all shares of the Company’s common stock issued under the CSPA is equal to or greater than $1.32 per share (the closing price on the date the CSPA was signed), in either case in compliance with Nasdaq Listing Rule 5635(d). The Company held its 2017 Annual Meeting on May 8, 2017. At the 2017 Annual Meeting, the Company’s stockholders voted on the approval, pursuant to Nasdaq Listing Rule 5635(d), of the issuance of an additional 3,555,514 shares of the Company’s common stock under the CSPA, which when combined with the 2,444,486 shares that the Company has already sold pursuant to the CSPA, equals an aggregate of 6,000,000 shares.

In October 2016, the Company entered into a Common Stock Purchase Agreement with an existing private investor. Upon execution of the agreement the Company sold 170,455 shares of its common stock in exchange for $150,000 in cash proceeds.

On November 22, 2016, the Company entered into a Securities Purchase Agreement, or the 2016 Purchase Agreement, with certain institutional investors, pursuant to which the Company sold securities to such investors in a private placement transaction, which is referred to herein as the 2016 Private Placement. In the 2016 Private Placement, the Company sold an aggregate of 1,666,668 shares of its common stock at a price of $0.60 per share for net proceeds of $677,224 or gross proceeds of approximately $1.0 million less $322,777 in issuance costs. The investors in the 2016 Private Placement also received (i) warrants to purchase up to an aggregate of 1,666,668 shares of our common stock, at an exercise price of $0.75 per share, or the Series A Warrants, (ii) warrants to purchase up to an aggregate 1,666,668 shares of our common stock, at an exercise price of $0.90 per share, or the Series B Warrants, and (iii) warrants to purchase up to an aggregate 1,666,668 shares of our common stock, at an exercise price of $1.00 per share, or the Series C Warrants and, together with the Series A Warrants and the Series B Warrants, the 2016 Warrants. The issuance costs were allocated to common stock, series A warrants, and Series B and C warrants based on the relative fair value of each:

Instruments	Fair Value		% Allocation		Issuance Costs (allocated)
Common Stock	$	156,522	16	%	$	50,522
Warrants (Series A)	700,001		70	%	225,944
Warrants (Series B and C)	143,478		14	%	46,311

Total	$	1,000,001	100	%	$	322,777

Common stock of a net $106,000 (fair value less issuance costs) was included in equity in the company’s balance sheet. Series A warrants of $756,001, consisting of the series A warrants of $700,001 and the series A placement agent warrants of $56,000, are included in current liabilities in the company’s balance sheet and the $225,944 of issuance cost was expensed and is in general and administrative expense on the company’s statement of operations and comprehensive loss. Series B and C warrants of a net $97,167 (fair value less issuance costs) were classified in equity in the company’s balance sheet.

In exchange for the extension of the maturity date of the outstanding 2015 Convertible Note, on, November 8, 2016, the Company’s board of directors granted the lender a warrant to purchase 120,000 shares of the Company’s common stock for $0.01 per share. The warrant is exercisable at any time on or before July 28, 2022, the expiration date of the warrant. The amendment and related warrant issuance resulted in the Company treating the debt as having been extinguished and replaced with new debt for accounting purposes due to meeting the 10% cash flow test. The Company calculated a loss on the extinguishment of debt of $108,000, or the equivalent to the fair value of the warrants granted, which is included in other expense in the Company’s statements of operations and comprehensive loss. The warrants were valued on November 8, 2016 using the Black-Scholes-Merton model with the following assumptions: stock price of $0.91, exercise price of $0.01, term of 5.72 years expiring July 2022, volatility of 70.35%, dividend yield of 0%, and risk-free interest rate of 1.45%.

On June 28, 2017, the Company entered into a Common Stock Purchase Agreement with an existing private investor. Upon execution of the agreement the Company sold 100,000 shares of its common stock in exchange for $50,000 in cash proceeds.

On July 31, 2017, the Company entered into a Common Stock Purchase Agreement with an existing investor. Upon execution of the agreement the Company sold 3,243,243 shares of voting common stock in exchange for $3.0 million in cash proceeds.

On July 31, 2017, the Company completed the merger with Napo and changed it’s name to Jaguar Health, Inc. The Company issued 2,282,445 shares of voting common stock and 43,173,288 shares of non-voting stock at the time the merger was consummated.

As of September 30, 2017 and 2016, the Company had reserved shares of common stock for issuance as follows:

	September 30,	September 30,
	2017	2016
Options issued and outstanding	2,984,304	2,444,375
Options available for grant	513,385	166,833
RSUs issued and outstanding	5,893,849	20,789
Warrants issued and outstanding	6,656,333	715,539
Convertible notes	15,550,753	26,785

Total	31,598,624	3,374,321

Preferred Stock

The Company’s third amended and restated certificate of incorporation authorizes the Company to issue 10,000,000 shares of preferred stock $0.0001 par value. No shares of preferred stock were issued or outstanding at September 30, 2017 or December 31, 2016.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 4
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

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+ Details

Stock Incentive Plans

9 Months Ended

Sep. 30, 2017

Stock Incentive Plans

Stock Incentive Plans

10. Stock Incentive Plans

2013 Equity Incentive Plan

Effective November 1, 2013, the Company’s board of directors and sole stockholder adopted the Jaguar Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company’s board of directors to grant stock options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of the Company. As of December 31, 2013, the Company had reserved 300,000 shares of its common stock for issuance under the 2013 Plan. In April 2014, the board of directors amended the 2013 Plan to increase the shares reserved for issuance to 847,533 shares. 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 565,377 option shares outstanding at September 30, 2017.

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 Company reserved 333,333 shares of common stock for issuance pursuant to the 2014 Plan. On January 1, 2017 and 2016, the Company added 280,142 and 162,498 shares to the option pool in accordance with the 2014 Plan that provides for automatic share increases on the first day of each fiscal year in the amount of 2% of the outstanding number of shares of the Company’s common stock on last day of the preceding calendar year. The 2014 Plan replaces the 2013 Plan except that all outstanding options under the 2013 Plan remain outstanding until exercised, cancelled or until they expire.

In July 2015, the Company amended the 2014 Plan reserving an additional 550,000 shares under the plan contingent upon approval by the Company’s stockholders at the June 2016 annual stockholders meeting. In June 2016, the Company amended the 2014 Plan once again, modifying the increase from 550,000 shares to 1,550,000 shares, which was approved at the 2016 annual stockholders meeting. In July 2017, the Company amended the 2014 Plan reserving an additional 6,500,188 shares under the plan, which was approved at the special stockholders meeting on July 27, 2017.

Stock Options and Restricted Stock Units (“RSUs”)

The following table summarizes incentive plan activity for the nine months ended September 30, 2017:

							Weighted		Weighted Average
	Shares		Stock				Average		Remaining	Aggregate
	Available		Options		RSUs		Stock Option		Contractual Life	Intrinsic
	for Grant		Outstanding		Outstanding		Exercise Price		(Years)	Value
Combined Incentive Plan Balance—December 31, 2016	39,988		2,571,220		20,789		$	2.52	8.77	$	—

Additional shares authorized	6,780,330		—		—
Options granted	(78,000	)	78,000		—		0.70
Options granted in the Napo Merger	(543,301	)	543,301		—		2.07
RSUs granted in the Napo Merger	(5,893,849	)	—		5,893,849		—
Options cancelled	208,217		(208,217	)	—		1.54
RSUs vested and released	—		—		(20,789	)	—


Combined Incentive Plan Balance—September 30, 2017	513,385		2,984,304		5,893,849		$	2.46	6.76	$	—

Options vested and exercisable—September 30, 2017			1,957,629				$	2.86	5.67	$	—

Options vested and expected to vest—September 30, 2017			2,707,075				$	2.47	6.56	$	—

There was no option activity related to the 2013 Equity Incentive Plan in the nine months ended September 30, 2017.

The weighted average grant date fair value of stock options granted (excluding the options issued in the Napo Merger) was $0.44 and $0.89 during the nine months ended September 30, 2017 and 2016.

The number of option shares that vested in the nine months ended September 30, 2017 and 2016 was 533,348 shares and 480,377 shares. The grant date weighted average fair value of option shares that vested in the nine months ended September 30, 2017 and 2016 was $549,453 and $542,999, respectively.

No options were exercised in the nine months ended September 30, 2017 or 2016.

The intrinsic value is computed as the options granted multiplied by the difference between the fair market value of the Company’s common stock of $0.20 on September 30, 2017 and the grant date stock option exercise price.

The Company granted RSUs in 2014 and 2015 under the 2013 Equity Incentive Plan. The units granted vest upon the occurrence of both a liquidity event and satisfaction of the service-based requirement. The time-based vesting provided that 50% of the RSU vested on January 1, 2016 and the remaining 50% vested on July 1, 2017. The Company began recording stock-based compensation expense relating to the RSU grants effective May 18, 2015, the date of the Company’s initial public offering, and the date the liquidity condition was met. The stock-based compensation expense is based on the grant date fair value which is the equivalent to the fair market value on the date of grant, and is amortized over the vesting period using the straight-line method, net of estimated forfeitures. On January 1, 2016, the Company issued 17,546 shares of its common stock in exchange for 27,768 vested and released RSUs, net of 10,172 RSU shares used to pay withholding taxes. On July 3, 2017, the Company issued 13,307 shares of its common stock in exchange for 20,789 vested and released RSUs, net of 7,086 RSU shares used to pay withholding taxes. The Company granted 5,893,849 RSUs to replace Napo RSUs upon the consummation of the Napo Merger.

Stock-Based Compensation

The following table summarizes stock-based compensation expense related to stock options and RSUs for the three and nine months ended September 30, 2017 and 2016, and are included in the statements of operations and comprehensive loss as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Research and development expense	$	45,009	$	53,935	$	168,981	$	116,552
Sales and marketing expense	7,938		50,052		23,307		58,733
General and administrative expense	133,807		145,391		438,636		303,157

Total	$	186,754	$	249,378	$	630,924	$	478,442

As of September 30, 2017, the Company had $761,710 of unrecognized stock-based compensation expense for options and restricted stock units outstanding, which is expected to be recognized over a weighted-average period of 1.59 years.

The estimated grant-date fair value of employee stock options was calculated using the Black-Scholes-Merton option-pricing model using the following assumptions:

	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2017		2016	2017	2016
Weighted-average volatility	76.92	%	69.39-71.38%	74.26-76.92%	66.25-71.38%
Weighted-average expected term (years)	5.82		5.00-5.82	5.82	5.00-5.82
Risk-free interest rate	1.95	%	1.10-1.29%	1.95-1.98%	1.10-1.49%
Expected dividend yield	—		—	—	—

The estimated grant-date fair value of non-employee stock options was calculated using the Black-Scholes-Merton option-pricing model was revalued using the following assumptions:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2017	2016	2017	2016
Weighted-average volatility	—	78.30-80.02%	—	78.30-80.04%
Weighted-average expected term (years)	—	9.17-10.00	—	9.17-10.00
Risk-free interest rate	—	1.32-1.67%	—	1.32-1.74%
Expected dividend yield	—	—	—	—

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

Deferred Offering Costs

Concentration of Credit Risk and Cash and Cash Equivalents

Fair Values

Restricted Cash

Inventories

Property and Equipment

Long-Lived Assets

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

Goodwill and Intangible Assets

Goodwill and Indefinite-lived Intangible Assets

Research and Development Expense

Revenue Recognition

Product Revenue

Collaboration Revenue

Stock-Based Compensation

The Company’s 2013 Equity Incentive Plan and 2014 Stock Incentive Plan (see Note 11) provides for the grant of stock options, restricted stock and restricted stock unit awards.

Classification of Securities

Income Taxes

Comprehensive Loss

Segment Data

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenue from external customers
Human Health	$	364,054		$	—		$	364,054		$	—
Animal Health	736,160			50,357			2,455,091			112,646

Consolidated Totals	$	1,100,214		$	50,357		$	2,819,145		$	112,646

Interest expense
Human Health	$	(192,120	)	$	—		$	(192,120	)	$	—
Animal Health	(272,564		)	(235,191		)	(608,765		)	(774,185		)

Consolidated Totals	$	464,684		$	(235,191	)	$	(800,885	)	$	(774,185	)

Depreciation and amortization
Human Health	$	281,111		$	—		$	281,111		$	—
Animal Health	15,031			15,031			45,093			32,463

Consolidated Totals	$	296,142		$	15,031		$	326,204		$	32,463

Segment profit
Human Health	$	996,493		$	—		$	996,493		$	—
Animal Health	3,763,351			(3,415,490		)	(2,757,649		)	(11,057,169		)

Total	$	4,759,844		$	(3,415,490	)	$	(1,761,156	)	$	(11,057,169	)

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

	September 30,		December 31,
	2017		2016
Segment assets
Human Health	$	57,568,731	$	—
Animal Health	34,754,604		3,563,149

Total	$	92,323,335	$	3,563,149

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

	September 30,			December 31,
	2017			2016
Total assets for reportable segments	$	92,323,335		$	3,563,149
Less: investment in subsidiary	(29,240,965		)	—
Less: Intercompany loan	(2,000,000		)	—
Less: Intercompany receivable	(1,094,315		)	—

Consolidated Totals	$	59,988,055		$	3,563,149

Basic and Diluted Net Loss Per Common Share

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2017

Summary of Significant Accounting Policies

Schedule of reportable segments net sales and net income

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenue from external customers
Human Health	$	364,054		$	—		$	364,054		$	—
Animal Health	736,160			50,357			2,455,091			112,646

Consolidated Totals	$	1,100,214		$	50,357		$	2,819,145		$	112,646

Interest expense
Human Health	$	(192,120	)	$	—		$	(192,120	)	$	—
Animal Health	(272,564		)	(235,191		)	(608,765		)	(774,185		)

Consolidated Totals	$	464,684		$	(235,191	)	$	(800,885	)	$	(774,185	)

Depreciation and amortization
Human Health	$	281,111		$	—		$	281,111		$	—
Animal Health	15,031			15,031			45,093			32,463

Consolidated Totals	$	296,142		$	15,031		$	326,204		$	32,463

Segment profit
Human Health	$	996,493		$	—		$	996,493		$	—
Animal Health	3,763,351			(3,415,490		)	(2,757,649		)	(11,057,169		)

Total	$	4,759,844		$	(3,415,490	)	$	(1,761,156	)	$	(11,057,169	)

Schedule of reportable segments assets

	September 30,		December 31,
	2017		2016
Segment assets
Human Health	$	57,568,731	$	—
Animal Health	34,754,604		3,563,149

Total	$	92,323,335	$	3,563,149

Schedule of reconciliation of segments assets to the consolidated assets

	September 30,			December 31,
	2017			2016
Total assets for reportable segments	$	92,323,335		$	3,563,149
Less: investment in subsidiary	(29,240,965		)	—
Less: Intercompany loan	(2,000,000		)	—
Less: Intercompany receivable	(1,094,315		)	—

Consolidated Totals	$	59,988,055		$	3,563,149

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Measurements

Summary of information about the derivative and warrant liability that is measured at fair value on a recurring basis

	September 30, 2017
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	163,080	$	163,080
Derivative liability	—		—		19,000		19,000

Total fair value	$	—	$	—	$	182,080	$	182,080

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	799,201	$	799,201
Derivative liability	—		—		—		—

Total fair value	$	—	$	—	$	799,201	$	799,201

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

	For the three months ended
	September 30, 2017						September 30, 2016
	Warrant liability			Derivative liability			Warrant liability		Derivative liability
Beginning value of level 3 liability	$	551,880		$	20,000		$	—	$	—
Issuance	—			—			—		—
Change in fair value of level 3 liability	(388,800		)	(1,000		)	—		—

Ending fair value of level 3 liability	$	163,080		$	19,000		$	—	$	—

	For the nine months ended
	September 30, 2017						September 30, 2016
	Warrant liability			Derivative liability			Warrant liability		Derivative liability
Beginning value of level 3 liability	$	799,201		$	—		$	—	$	—
Issuance	—			20,000			—		—
Change in fair value of level 3 liability	(636,121		)	(1,000		)	—		—

Ending fair value of level 3 liability	$	163,080		$	19,000		$	—	$	—

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2017

Balance Sheet Components

Schedule of property and equipment

	September 30,			December 31,
	2017			2016
Lab equipment	$	811,087		$	811,087
Clinical equipment	64,870			64,870
Software	62,637			62,637

Total property and equipment at cost	938,594			938,594
Accumulated depreciation	(97,742		)	(52,649		)

Property and equipment, net	$	840,852		$	885,945

Schedule of depreciation expense

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Depreciation - lab equipment - research and development expense	$	6,568	$	6,568	$	19,704	$	19,704
Depreciation - clinical equipment - research and development expense	3,243		3,243		9,730		6,959
Depreciation - software - general and administrative expense	5,220		5,220		15,659		5,800

Total depreciation expense	$	15,031	$	15,031	$	45,093	$	32,463

Schedule of intangible assets

	September 30,			December 31,
	2017			2016
Developed technology	$	25,000,000		$	—
IPR&D	11,100,000			—
Trademarks	300,000			—

Total intangible assets	36,400,000			—
Less: Accumulated amortization	(281,111		)	—

Total intangible assets, net	$	36,118,889		$	—

Schedule of change in the carrying amount of goodwill

Balance at December 31, 2016	$	—
Goodwill acquired in conjunction with Napo Merger	22,037,821
Impairment	(3,648,000		)

Balance at September 30, 2017	$	18,389,821

Schedule of accrued expenses

	September 30,		December 31,
	2017		2016
Accrued compensation and related:
Accrued vacation	$	264,223	$	223,769
Accrued payroll	150		2,692
Accrued payroll tax	20,312		20,140

	284,685		246,601
Accrued interest	422,179		123,982
Accrued clinical	17,045		36,725
Accrued research and development costs	668,850		—
Accrued legal costs	—		92,500
Accrued audit	—		37,000
Marketing advance	168,525		—
Accrued other	366,017		45,714

Total	$	1,927,301	$	582,522

Debt and Warrants (Tables)

9 Months Ended

Sep. 30, 2017

Debt and Warrants

Schedule of aggregate convertible notes payable obligations

	Notes Payable
	September 30,			December 31,
	2017			2016
February 2015 convertible notes payable	150,000			150,000
June 2017 convertible note payable	2,135,000			—
Napo convertible notes	12,473,501			—

	$	14,758,501		$	150,000
Less: unamortized debt discount and debt issuance costs	(384,292		)	—

Net convertible notes payable obligation	$	14,374,209		$	150,000


Convertible notes payable - non-current	11,161,000			—

Convertible notes payable - current	$	3,213,209		$	150,000

Schedule of interest expense on the convertible notes

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
February 2015 convertible note nominal interest	$	4,537	$	4,537	$	13,463	$	13,512
June 2017 convertible note nominal interest	43,900		—		44,372		—
June 2017 convertible note accretion of debt discount	123,362		—		124,708		—
Napo convertible note nominal interest	175,798		—		175,798		—

Total interest expense on convertible debt	$	347,597	$	4,537	$	358,341	$	13,512

Schedule of net long-term debt obligation

	September 30,			December 31,
	2017			2016
Debt and unpaid accrued end-of-term payment	$	1,855,328		$	3,894,320
Unamortized note discount	(13,141		)	(42,493		)
Unamortized debt issuance costs	(40,960		)	(114,626		)

Net debt obligation	$	1,801,227		$	3,737,201


Current portion of long-term debt	$	1,801,227		$	1,919,675
Long-term debt, net of discount	—			1,817,526

Total	$	1,801,227		$	3,737,201

Schedule of future principal payments under the long-term debt

Years ending December 31	Amount
2017 - October through December	$	260,832
2018	1,089,199

Total future principal payments	1,350,031
2018 end-of-term payment	560,000

	1,910,031
Less: unaccreted end-of-term payment at September 30, 2017	(54,703		)

Debt and unpaid accrued end-of-term payment	$	1,855,328

Schedule of interest expense on long-term debt

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Nominal interest	$	36,906	$	103,566	$	183,040	$	364,566
Accretion of debt discount	7,712		15,337		29,351		50,388
Accretion of end-of-term payment	32,109		63,897		122,269		209,924
Accretion of debt issuance costs	24,038		47,855		91,562		135,795

	$	100,765	$	230,655	$	426,222	$	760,673

Summary of warrant activity

	Nine Months Ended		Year Ended
	September 30,		December 31,
	2017		2016
Beginning balance	5,968,876		748,872
Warrants granted	1,595,791		5,253,337
Warrants exercised	(908,334	)	—
Warrants cancelled	—		(33,333	)

Ending balance	6,656,333		5,968,876

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

+ Details

Stock Incentive Plans (Tables)

9 Months Ended

Sep. 30, 2017

Stock Incentive Plans

Summary of incentive plan activity

							Weighted		Weighted Average
	Shares		Stock				Average		Remaining	Aggregate
	Available		Options		RSUs		Stock Option		Contractual Life	Intrinsic
	for Grant		Outstanding		Outstanding		Exercise Price		(Years)	Value
Combined Incentive Plan Balance—December 31, 2016	39,988		2,571,220		20,789		$	2.52	8.77	$	—

Additional shares authorized	6,780,330		—		—
Options granted	(78,000	)	78,000		—		0.70
Options granted in the Napo Merger	(543,301	)	543,301		—		2.07
RSUs granted in the Napo Merger	(5,893,849	)	—		5,893,849		—
Options cancelled	208,217		(208,217	)	—		1.54
RSUs vested and released	—		—		(20,789	)	—


Combined Incentive Plan Balance—September 30, 2017	513,385		2,984,304		5,893,849		$	2.46	6.76	$	—

Options vested and exercisable—September 30, 2017			1,957,629				$	2.86	5.67	$	—

Options vested and expected to vest—September 30, 2017			2,707,075				$	2.47	6.56	$	—

Summary of stock-based compensation expense

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Research and development expense	$	45,009	$	53,935	$	168,981	$	116,552
Sales and marketing expense	7,938		50,052		23,307		58,733
General and administrative expense	133,807		145,391		438,636		303,157

Total	$	186,754	$	249,378	$	630,924	$	478,442

Employee stock options

Stock Incentive Plans

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

	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2017		2016	2017	2016
Weighted-average volatility	76.92	%	69.39-71.38%	74.26-76.92%	66.25-71.38%
Weighted-average expected term (years)	5.82		5.00-5.82	5.82	5.00-5.82
Risk-free interest rate	1.95	%	1.10-1.29%	1.95-1.98%	1.10-1.49%
Expected dividend yield	—		—	—	—

Non-employee stock options

Stock Incentive Plans

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

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2017	2016	2017	2016
Weighted-average volatility	—	78.30-80.02%	—	78.30-80.04%
Weighted-average expected term (years)	—	9.17-10.00	—	9.17-10.00
Risk-free interest rate	—	1.32-1.67%	—	1.32-1.74%
Expected dividend yield	—	—	—	—

Debt and Warrants - Debt (Details)									1 Months Ended						3 Months Ended			4 Months Ended	9 Months Ended		12 Months Ended
Debt and Warrants - Debt (Details)	Aug. 01, 2018 USD ($)	Jul. 07, 2017 USD ($)	Jun. 29, 2017 USD ($) $ / shares	Jan. 31, 2017 USD ($) $ / shares shares	Nov. 29, 2016 $ / shares	Nov. 08, 2016 USD ($) $ / shares shares	Apr. 21, 2016 USD ($)	Aug. 18, 2015 USD ($)	Jul. 31, 2017 USD ($) Lender	Jun. 30, 2017 USD ($)	Dec. 31, 2016 USD ($) $ / shares Lender	Aug. 31, 2015 USD ($)	May 31, 2015 USD ($)	Feb. 28, 2015 USD ($) item $ / shares shares	Oct. 31, 2017	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($) shares	Aug. 31, 2016	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($) shares	Dec. 31, 2016 USD ($) $ / shares Lender	Mar. 31, 2017 USD ($) tranche Lender shares	Jul. 31, 2016 USD ($)	Dec. 22, 2015 USD ($)
Debt and Warrants
Notes payable																							$ 150,000
Convertible notes payable - non-current																$ 11,161,000			$ 11,161,000
Convertible notes payable - current											$ 150,000					3,213,209			3,213,209		$ 150,000
Interest expense																$ 464,684	$ 235,191		$ 800,885	$ 774,185
Number of warrants issued to purchase shares of common stock (in shares) \| shares																15,550,753	26,785		15,550,753	26,785
Exercise price (in dollars per share) \| $ / shares						$ 0.01
Interest rate (as a percent)																							12.00%
Proceeds from issuance of convertible debt																			$ 1,700,000
Loss on extinguishment of debt						$ 108,000													207,713
Interest payable on long-term debt											$ 33,929					$ 47,392			$ 47,392		$ 33,929
Term (in years)					5 years 6 months	5 years 8 months 19 days													4 years 8 months 1 day		5 years 4 months 28 days
Derivative liability																$ 19,000			$ 19,000
Change in fair value of derivative liability																			$ (1,000)
Strike price (in dollars per share) \| $ / shares					$ 0.69	$ 0.91					$ 0.720					$ 0.20			$ 0.20		$ 0.720
Volatility (as a percent)					71.92%	70.35%													90.77%		73.62%
Dividend yield (as a percent)					0.00%	0.00%													0.00%		0.00%
Risk-free interest rate (as a percent)					1.87%	1.45%													1.87%		2.00%
Stand-by line of credit								$ 8,000,000
Initial loan commitment								6,000,000
Proceeds required to be maintained in cash								$ 4,500,000																$ 3,000,000
Repayment of loan from restricted cash							$ 1,500,000												$ 3,000,000
Interest-only payments, term															3 months			4 months
Restricted cash											$ 511,293					$ 500,000			500,000		$ 511,293
Differences in cash flow (as a percent)		10.00%
Long-term debt
Current portion of long-term debt											1,919,675					1,801,227			1,801,227		1,919,675
Long-term debt, net of discount											1,817,526										1,817,526
Fair value of derivative liability due to repayment of mandatory default										$ 15,000
Fair value of derivative liability due to interest rate increase feature										5,000
Short-term debt
Notes payable																							$ 150,000
Interest payable on convertible notes payable											123,982					$ 422,179			$ 422,179		123,982
Napo
Debt and Warrants
Exercise price (in dollars per share) \| $ / shares																$ 0.08			$ 0.08
Strike price (in dollars per share) \| $ / shares																$ 0.56			$ 0.56
Napo \| Maximum
Debt and Warrants
Term (in years)																8 years 5 months 1 day
Volatility (as a percent)																110.03%
Risk-free interest rate (as a percent)																2.14%
Napo \| Minimum
Debt and Warrants
Term (in years)																1 year 5 months 1 day
Volatility (as a percent)																75.07%
Risk-free interest rate (as a percent)																1.28%
Convertible promissory notes
Debt and Warrants
Notes payable											150,000			$ 250,000		$ 14,758,501			$ 14,758,501		150,000
Less: unamortized debt discount and debt issuance costs																(384,292)			(384,292)
Net convertible notes payable obligation											150,000					14,374,209			14,374,209		150,000
Convertible notes payable - non-current																11,161,000			11,161,000
Convertible notes payable - current											150,000					1,927,301			1,927,301		150,000
Total																347,597	$ 4,537		358,341	$ 13,512
Number of warrants issued to purchase shares of common stock (in shares) \| shares														22,320
Exercise price (in dollars per share) \| $ / shares														$ 5.60
Retirement of convertible promissory notes													$ 100,000
Number of accredited investors \| item														2
Principal and interest paid on debt													$ 103,912
Long-term debt
Total																347,597	4,537		358,341	13,512
Short-term debt
Notes payable											$ 150,000			$ 250,000		14,758,501			14,758,501		$ 150,000
Total																347,597	4,537		358,341	13,512
Convertible promissory notes \| Accrued expenses
Debt and Warrants
Interest expense																43,900			44,372
Convertible promissory note issued December 23, 2014 \| Napo
Debt and Warrants
Number of lenders \| Lender											3										3
Convertible promissory notes, February 2015
Debt and Warrants
Notes payable											$ 150,000					150,000			150,000		$ 150,000
Nominal interest																4,537	4,537		13,463	13,512
Interest expense																4,537	4,537		13,463	13,512
Long-term debt
Nominal interest																4,537	4,537		13,463	13,512
Short-term debt
Notes payable											150,000					150,000			150,000		150,000
Nominal interest																4,537	4,537		13,463	13,512
Convertible promissory notes, December 2016 \| Napo
Debt and Warrants
Notes payable											2,500,000										2,500,000
Proceeds from issuance of convertible debt											2,000,000
Accrued interest capitalized to principal of debt										125,338
Revised principal value of debt										2,625,338
Unamortized note discount											500,000										500,000
Long-term debt
Unamortized note discount											(500,000)										(500,000)
Short-term debt
Notes payable											2,500,000										2,500,000
Unamortized note discount											(500,000)										(500,000)
Convertible promissory note issued June 29,2017
Debt and Warrants
Notes payable			$ 2,155,000													2,135,000			2,135,000
Accretion of debt discount																123,362			124,708
Interest rate (as a percent)			8.00%
Proceeds from issuance of convertible debt			$ 1,700,000
Change in fair value of derivative liability																			1,000
Strike price (in dollars per share) \| $ / shares			$ 1.00
Unamortized note discount			$ 425,000
Debt legal fee			30,000
Long-term debt
Unamortized note discount			(425,000)
Debt instrument, periodic payment			$ 350,000
Debt instrument, frequency of periodic payment			monthly
Automatic increase in interest rate at the event of default			17.00%
Accretion of debt discount																123,362			124,708
Short-term debt
Notes payable			$ 2,155,000													2,135,000			2,135,000
Unamortized note discount			(425,000)
Convertible promissory note issued June 29,2017 \| Current liabilities
Debt and Warrants
Notes payable			2,155,000
Convertible notes payable - current			1,750,708
Derivative liability			20,000
Additional financing costs			509,000
Long-term debt
Fair value of derivative liability due to repayment of mandatory default			15,000
Fair value of derivative liability due to interest rate increase feature			5,000
Accretion of debt discount and debt issuance costs										$ 124,708
Short-term debt
Notes payable			$ 2,155,000
Convertible promissory note issued June 29,2017 \| Interest Expense \| Accrued expenses
Debt and Warrants
Interest payable on long-term debt																44,372			44,372
Convertible promissory notes, July 2017
Debt and Warrants
Nominal interest																43,900			44,372
Derivative liability																19,000			19,000
Long-term debt
Nominal interest																43,900			44,372
Short-term debt
Nominal interest																43,900			44,372
Convertible promissory notes, July 2017 \| Napo
Debt and Warrants
Notes payable									$ 7,500,000
Proceeds from issuance of convertible debt									6,000,000
Unamortized note discount									$ 1,500,000
Number of lenders \| Lender									4
Long-term debt
Unamortized note discount									$ (1,500,000)
Short-term debt
Notes payable									7,500,000
Unamortized note discount									$ (1,500,000)
Convertible note purchase agreement \| Napo
Debt and Warrants
Notes payable											$ 12,500,000					12,473,501			12,473,501		$ 12,500,000
Convertible notes payable - non-current																11,161,000			11,161,000
Total																175,798			175,798
Interest rate (as a percent)											10.00%										10.00%
Annual percentage of conversion											0.33%
Interest payable on long-term debt																193,565			193,565
Fair value of notes											$ 11,161,000										$ 11,161,000
Conversion price (in dollars per share) \| $ / shares											$ 0.925										$ 0.925
Long-term debt
Debt instrument, frequency of periodic payment											six-month
Total																175,798			175,798
Short-term debt
Notes payable											$ 12,500,000					12,473,501			12,473,501		$ 12,500,000
Total																175,798			175,798
Exchangeable note purchase agreement \| Napo
Debt and Warrants
Notes payable																						$ 1,312,500
Interest rate (as a percent)																						3.00%
Interest payable on long-term debt																19,957			19,957
Number of lenders \| Lender																						2
Number of tranches \| tranche																						2
Value of each tranche																						$ 525,000
Face amount of each tranche																						$ 656,250
Maximum number of shares exchangeable under exchange \| shares																						2,343,752
Fair value of notes																						$ 1,312,500
Short-term debt
Notes payable																						$ 1,312,500
Loan and security agreement
Debt and Warrants
Nominal interest																36,906	103,566		183,040	364,566
Accretion of debt discount																7,712	15,337		29,351	50,388
Total																100,765	230,655		426,222	760,673
Interest rate (as a percent)												9.90%
Unamortized note discount											42,493	$ 134,433				13,141			13,141		42,493
Stand-by line of credit												8,000,000
Initial loan commitment												6,000,000
Proceeds required to be maintained in cash												4,500,000
Additional borrowing capacity contingent on achievement of milestones												$ 2,000,000
Term of agreement												3 years
Effective interest rate												15.00%
Prior notification period required for pre-payment of principal and accrued interest (in days)												5 days
Long-term debt
Debt and unpaid accrued end-of-term payment											3,894,320					1,855,328			1,855,328		3,894,320
Unamortized note discount											(42,493)	$ (134,433)				(13,141)			(13,141)		(42,493)
Unamortized debt issuance costs											(114,626)					(40,960)			(40,960)		(114,626)
Total											3,737,201					1,801,227			1,801,227		3,737,201
Current portion of long-term debt											1,919,675					1,801,227			1,801,227		1,919,675
Long-term debt, net of discount											1,817,526										1,817,526
Debt instrument, periodic payment																			560,000
Nominal interest																36,906	103,566		183,040	364,566
Accretion of debt discount																7,712	15,337		29,351	50,388
Accretion of end-of-term payment																32,109	63,897		122,269	209,924
Accretion of debt issuance costs																24,038	47,855		91,562	135,795
Total																100,765	230,655		426,222	760,673
Future principal payments of debt
2017 - October through December																260,832			260,832
2018																1,089,199			1,089,199
Total future principal payments																1,350,031			1,350,031
2018 end-of-term-payment																560,000			560,000
Total																1,910,031			1,910,031
Less: unaccreted end-of-term payment at September 30, 2017																(54,703)			(54,703)
Debt and unpaid accrued end-of-term payment																1,855,328			1,855,328
Short-term debt
Unamortized note discount											$ (42,493)	$ (134,433)				(13,141)			(13,141)		$ (42,493)
Nominal interest																36,906	103,566		183,040	364,566
Total																100,765	$ 230,655		426,222	$ 760,673
Loan and security agreement \| Forecast
Debt and Warrants
Balloon amount payable on August 1, 2018	$ 560,000
Loan and security agreement \| Prepayment during the first twelve months member
Debt and Warrants
Prepayment charge during first twelve months of loan when a minimum cash balance is required as a percent of minimum cash balance												2.00%
Prepayment charge during first twelve months of loan when a minimum cash balance is required as a percent of difference between amount being prepaid and minimum cash balance												3.00%
Prepayment charge during first twelve months of loan when no minimum cash balance is required as a percent of amount being prepaid												3.00%
Loan and security agreement \| Prepayment after the first twelve months member
Debt and Warrants
Prepayment charge as a percent of amount being prepaid												1.00%
Convertible promissory note issued to Serious Change II LP
Debt and Warrants
Number of warrants issued to purchase shares of common stock (in shares) \| shares				370,916		120,000
Exercise price (in dollars per share) \| $ / shares				$ 0.51		$ 0.01
Loss on extinguishment of debt				$ 207,713
Third Amendment
Debt and Warrants
Repayment of loan from restricted cash		$ 1,000,000
Interest-only payments, term															3 months
Restricted cash																$ 500,000			$ 500,000

Stockholders' Equity (Details)										1 Months Ended					3 Months Ended		5 Months Ended	9 Months Ended	12 Months Ended
Stockholders' Equity (Details)	Jul. 31, 2017 USD ($) item $ / shares shares	Jun. 28, 2017 USD ($) shares	May 07, 2017 shares	Jan. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Nov. 29, 2016 USD ($) $ / shares	Nov. 22, 2016 USD ($) $ / shares shares	Nov. 08, 2016 USD ($) $ / shares shares	May 18, 2015 USD ($) $ / shares shares	Sep. 30, 2017 USD ($) $ / shares shares	Jul. 31, 2017 USD ($) $ / shares shares	Oct. 31, 2016 USD ($) shares	Jun. 30, 2016 USD ($) $ / shares shares	Feb. 29, 2016 USD ($) $ / shares shares	Sep. 30, 2017 USD ($) $ / shares shares	Mar. 31, 2017 USD ($)	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Sep. 30, 2016 shares
Stockholders' Equity
Common stock, shares authorized	250,000,000										250,000,000
Common stock par value (in dollars per share) \| $ / shares	$ 0.0001										$ 0.0001
Number of voting rights entitled for each share of common stock held \| item	1
Share issue price (in dollars per share) \| $ / shares					$ 0.720	$ 0.69		$ 0.91		$ 0.20					$ 0.20		$ 0.20	$ 0.20	$ 0.720
Net proceeds from issuance of common stock \| $																		$ 3,000,000
Number of warrants issued to purchase shares of common stock (in shares)										15,550,753					15,550,753		15,550,753	15,550,753		26,785
Strike price (in dollars per share) \| $ / shares								$ 0.01
Loss on extinguishment of debt \| $								$ 108,000										$ 207,713
Issuance costs of equity and warrants
Total \| $							$ 1,000,001
% Allocation							100.00%
Total \| $							$ 322,777
Fair Value Assumptions and Methodology for Assets and Liabilities
Share Price \| $ / shares					0.720	0.69		$ 0.91		$ 0.20					$ 0.20		$ 0.20	$ 0.20	0.720
Exercise price (in dollars per share) \| $ / shares					$ 0.75	$ 0.75		$ 0.01		$ 0.75					$ 0.75		$ 0.75	$ 0.75	$ 0.75
Term (in years)						5 years 6 months		5 years 8 months 19 days										4 years 8 months 1 day	5 years 4 months 28 days
Volatility (as a percent)						71.92%		70.35%										90.77%	73.62%
Dividend yield (as a percent)						0.00%		0.00%										0.00%	0.00%
Risk-free interest rate (as a percent)						1.87%		1.45%										1.87%	2.00%
Preferred stock, shares authorized					10,000,000					10,000,000					10,000,000		10,000,000	10,000,000	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.0001					$ 0.0001					$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued					0					0					0		0	0	0
Preferred stock, shares outstanding					0					0					0		0	0	0
Shares of common stock reserved for issuance
Options issued and outstanding										2,984,304					2,984,304		2,984,304	2,984,304		2,444,375
Options available for grant										513,385					513,385		513,385	513,385		166,833
RSUs issued and outstanding										5,893,849					5,893,849		5,893,849	5,893,849		20,789
Warrants issued and outstanding										6,656,333					6,656,333		6,656,333	6,656,333		715,539
Convertible notes										15,550,753					15,550,753		15,550,753	15,550,753		26,785
Total										31,598,624					31,598,624		31,598,624	31,598,624		3,374,321
Convertible promissory note issued to Serious Change II LP
Stockholders' Equity
Number of warrants issued to purchase shares of common stock (in shares)				370,916				120,000
Strike price (in dollars per share) \| $ / shares				$ 0.51				$ 0.01
Loss on extinguishment of debt \| $				$ 207,713
Shares of common stock reserved for issuance
Convertible notes				370,916				120,000
Common stock - voting
Stockholders' Equity
Common Stock, Shares, Issued	2,282,445										2,282,445
Common stock - non-voting
Stockholders' Equity
Common Stock, Shares, Issued	43,173,288										43,173,288
2016 Private Placement
Stockholders' Equity
Shares issued (in shares)							1,666,668
Share issue price (in dollars per share) \| $ / shares							$ 0.60
Net proceeds from issuance of common stock \| $							$ 677,224
Amount of shares issued \| $							1,000,000
Issuance costs of equity and warrants
Common stock issuance costs (allocated) \| $							$ 322,777
Fair Value Assumptions and Methodology for Assets and Liabilities
Share Price \| $ / shares							$ 0.60
Private investment
Stockholders' Equity
Shares issued (in shares)			2,444,486							6,000,000							3,555,514	6,000,000
Share price required to issue shares more than permitted number (in dollars per share) \| $ / shares																		$ 1.32
Maximum number of shares company is permitted to issue																		2,027,490
Maximum number of shares company is permitted to issue (as a percent)																		19.99%
Net proceeds from issuance of common stock \| $																$ 4,748,017		$ 5,063,785
Private investment \| Common stock - voting
Stockholders' Equity
Shares issued (in shares)	3,243,243
Net proceeds from issuance of common stock \| $	$ 3,000,000
Common Stock
Stockholders' Equity
Share issue price (in dollars per share) \| $ / shares										$ 0.20					$ 0.20		$ 0.20	$ 0.20
Amount of shares issued \| $							$ 106,000
Issuance costs of equity and warrants
Fair value of common stock \| $							$ 156,522
% Allocation							16.00%
Common stock issuance costs (allocated) \| $							$ 50,522
Fair Value Assumptions and Methodology for Assets and Liabilities
Share Price \| $ / shares										$ 0.20					$ 0.20		$ 0.20	$ 0.20
Common Stock \| Common stock - voting
Stockholders' Equity
Common Stock, Shares, Issued					14,007,132					24,627,367					24,627,367		24,627,367	24,627,367	14,007,132
Common stock, shares authorized					50,000,000					250,000,000					250,000,000		250,000,000	250,000,000	50,000,000
Common stock par value (in dollars per share) \| $ / shares					$ 0.0001					$ 0.0001					$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common Stock \| Common stock - non-voting
Stockholders' Equity
Common Stock, Shares, Issued					0					43,173,288					43,173,288		43,173,288	43,173,288	0
Common stock, shares authorized					0					50,000,000					50,000,000		50,000,000	50,000,000	0
Common stock par value (in dollars per share) \| $ / shares					$ 0.0001					$ 0.0001					$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common Stock \| IPO
Stockholders' Equity
Shares issued (in shares)									2,860,000
Shares issued (price per share) \| $ / shares									$ 7.00
Net proceeds from initial public offering \| $									$ 15,900,000
Underwriting discounts and commissions \| $									1,200,000
Offering expenses \| $									2,900,000
Non-cash offering expenses \| $									$ 3,300,000
Issuance of common stock upon conversion (in shares)									2,010,596
Common Stock \| Private investment
Stockholders' Equity
Term of stock purchase agreement													30 months
Shares issued (in shares)		100,000										170,455	222,222					3,972,510	1,348,601
Private Offering Price (in dollars per share) \| $ / shares													$ 2.25
Net proceeds from issuance of common stock \| $		$ 50,000										$ 150,000	$ 394,534					$ 2,387,085	$ 2,176,700
Amount of shares issued \| $													500,000
Offering expenses \| $													$ 105,398
Shares issued to a private investor in payment of underwriting discounts and commissions													456,667
Common Stock \| Secondary public offering
Stockholders' Equity
Shares issued (in shares)														2,000,000
Shares issued (price per share) \| $ / shares														$ 2.50
Net proceeds from initial public offering \| $														$ 4,100,000
Underwriting discounts and commissions \| $														373,011
Offering expenses \| $														$ 496,887
Common Stock \| Maximum \| Private investment
Stockholders' Equity
Value of common stock that may be sold to a private investor \| $													$ 15,000,000
Convertible non-voting common stock
Stockholders' Equity
Common stock, shares authorized	50,000,000										50,000,000
Common stock par value (in dollars per share) \| $ / shares	$ 0.0001										$ 0.0001
Series A warrants and placement agent warrants
Stockholders' Equity
Share issue price (in dollars per share) \| $ / shares					0.716					0.20					0.20		0.20	$ 0.20	$ 0.716
Strike price (in dollars per share) \| $ / shares					0.75		$ 0.75			0.75					0.75		0.75	0.75	0.75
Issuance costs of equity and warrants
Fair value of warrants \| $							$ 56,000
Fair Value Assumptions and Methodology for Assets and Liabilities
Share Price \| $ / shares					$ 0.716					$ 0.20					$ 0.20		$ 0.20	$ 0.20	$ 0.716
Term (in years)					5 years 4 months 28 days		5 years 6 months								4 years 8 months 1 day
Volatility (as a percent)					73.62%		71.92%								90.77%
Risk-free interest rate (as a percent)					2.00%		1.87%								1.87%
Warrant liability \| $					$ 799,201	$ 756,001				$ 163,080					$ 163,080		$ 163,080	$ 163,080	$ 799,201
Series A Warrants
Stockholders' Equity
Number of warrants issued to purchase shares of common stock (in shares)							1,666,668
Strike price (in dollars per share) \| $ / shares							$ 0.75
Issuance costs of equity and warrants
Fair value of warrants \| $							$ 700,001
% Allocation							70.00%
Warrants issuance costs (allocated) \| $							$ 225,944
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $							$ 756,001
Shares of common stock reserved for issuance
Convertible notes							1,666,668
Series B warrants
Stockholders' Equity
Number of warrants issued to purchase shares of common stock (in shares)							1,666,668
Strike price (in dollars per share) \| $ / shares							$ 0.90
Fair Value Assumptions and Methodology for Assets and Liabilities
Term (in years)							1 year
Volatility (as a percent)							116.65%
Risk-free interest rate (as a percent)							0.78%
Shares of common stock reserved for issuance
Convertible notes							1,666,668
Warrants (Series B and C)
Stockholders' Equity
Amount of shares issued \| $							$ 97,167
Issuance costs of equity and warrants
Fair value of warrants \| $							$ 143,478
% Allocation							14.00%
Warrants issuance costs (allocated) \| $							$ 46,311
Series C warrants
Stockholders' Equity
Shares issued (in shares)											908,334
Share issue price (in dollars per share) \| $ / shares	$ 0.40									$ 0.56	$ 0.40				$ 0.56		$ 0.56	$ 0.56
Amount of shares issued \| $											$ 363,334
Number of warrants issued to purchase shares of common stock (in shares)	908,334						1,666,668				908,334
Strike price (in dollars per share) \| $ / shares							$ 1.00			1.00					1.00		1.00	1.00
Fair Value Assumptions and Methodology for Assets and Liabilities
Share Price \| $ / shares	$ 0.40									$ 0.56	$ 0.40				$ 0.56		$ 0.56	$ 0.56
Term (in years)							1 year 6 months								9 months 29 days
Volatility (as a percent)							116.92%								115.28%
Risk-free interest rate (as a percent)							0.94%								1.20%
Shares of common stock reserved for issuance
Convertible notes	908,334						1,666,668				908,334

Stock Incentive Plans - Summary of Stock Incentive Plans (Details) - USD ($)		1 Months Ended			9 Months Ended		12 Months Ended
	May 12, 2015	Jul. 31, 2017	Jun. 30, 2016	Jul. 31, 2015	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2013	Jan. 01, 2017	Nov. 29, 2016	Nov. 08, 2016	Jan. 01, 2016	Apr. 30, 2014
Shares Available for Grant
Ending balance (in shares)					513,385	166,833
Stock Options Outstanding
Options exercised (in shares)					0	0
Ending balance (in shares)					2,984,304	2,444,375
RSUs Outstanding
Ending balance (in shares)					5,893,849	20,789
Options vested, exercisable and expected to vest
Weighted average grant date fair value of stock options granted (in dollars per share)					$ 0.44	$ 0.89
Number of options vested (in shares)					533,348	480,377
Fair value of options vested on grant date					$ 549,453	$ 542,999
Share Price					$ 0.20		$ 0.720			$ 0.69	$ 0.91
Common Stock
Options vested, exercisable and expected to vest
Share Price					0.20
Napo
Options vested, exercisable and expected to vest
Share Price					$ 0.56
2013 Plan
Stock Incentive Plans
Option shares outstanding					565,377
Stock Options Outstanding
Options granted (in shares)					0
2013 Plan \| Stock options
Stock Incentive Plans
Number of shares reserved for issuance								300,000					847,533
Stock Options Outstanding
Options granted (in shares)								0
2014 Plan
Shares Available for Grant
Beginning balance (in shares)					39,988
Additional shares authorized (in shares)					6,780,330
Ending balance (in shares)					513,385		39,988
Stock Options Outstanding
Beginning balance (in shares)					2,571,220
Options granted (in shares)					78,000
Options cancelled (in shares)					(208,217)
Ending balance (in shares)					2,984,304		2,571,220
RSUs Outstanding
Beginning balance (in shares)					20,789
RSUs, vested and released (in shares)					20,789
Ending balance (in shares)					5,893,849		20,789
Weighted Average Stock Option Exercise Price
Beginning balance (in dollars per share)					$ 2.52
Options granted (in dollars per share)					0.70
Options cancelled (in dollars per share)					1.54
Ending balance (in dollars per share)					$ 2.46		$ 2.52
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life (Years)					6 years 9 months 4 days		8 years 9 months 7 days
Options vested, exercisable and expected to vest
Options vested and exercisable (in shares)					1,957,629
Options vested and exercisable (in dollars per share)					$ 2.86
Options vested and exercisable (in years)					5 years 8 months 1 day
Options vested and expected to vest (in shares)					2,707,075
Options vested and expected to vest (in dollars per share)					$ 2.47
Options vested and expected to vest (in years)					6 years 6 months 22 days
2014 Plan \| Napo
Shares Available for Grant
Options available for grant reduced upon acquisition (in shares)					(543,301)
Stock Options Outstanding
Options granted (in shares)					543,301
RSUs Outstanding
RSUs Granted (in shares)					5,893,849
Weighted Average Stock Option Exercise Price
Options granted (in dollars per share)					$ 2.07
2014 Plan \| Stock options
Stock Incentive Plans
Number of shares reserved for issuance	333,333
Increase in shares reserve based on outstanding number of shares									280,142			162,498
Increase in share reserve based on outstanding number of shares (as a percent)	2.00%
Shares Available for Grant
Additional shares authorized (in shares)		6,500,188	1,550,000	550,000

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCK, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (Parenthetical)	9 Months Ended
	Sep. 30, 2017 USD ($)
Stock Transactions, Parenthetical Disclosures
Warrant liability	$ 163,080
Common Stock \| Private Investment in Public Entities June 2016
Stock Transactions, Parenthetical Disclosures
Offering costs	72,710
Common Stock \| Private Investment in Public Entities June 2017
Stock Transactions, Parenthetical Disclosures
Offering costs	$ 6,000

Organization and Business	9 Months Ended
Organization and Business	Sep. 30, 2017
Organization and Business
Organization and Business	1. Organization and Business Jaguar Health, Inc. (“Jaguar” or the “Company”), formerly known as Jaguar Animal Health, Inc., was incorporated on June 6, 2013 (inception) in Delaware. The Company was a majority-owned subsidiary of Napo Pharmaceuticals, Inc. (“Napo” or the “Former Parent”) until the close of the Company’s initial public offering on May 18, 2015. The Company was formed to develop and commercialize first-in-class gastrointestinal products for companion and production animals and horses. The Company’s first commercial product, Neonorm Calf, was launched in 2014 and Neonorm Foal was launched in the first quarter of 2016. In September of 2016, the Company began selling the Croton lechleri botanical extract (the “botanical extract”) to an exclusive distributor for use in pigs in China. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding in order to timely compete the development and commercialization of products. The Company manages its operations through two segments — human health and animal health and is headquartered in San Francisco, California. On June 11, 2013, Jaguar issued 2,666,666 shares of common stock to Napo in exchange for cash and services. On July 1, 2013, Jaguar entered into an employee leasing and overhead agreement (the “Service Agreement”) with Napo, under which Napo agreed to provide the Company with the services of certain Napo employees for research and development and the general administrative functions of the Company. On January 27, 2014, Jaguar executed an intellectual property license agreement with Napo pursuant to which Napo transferred fixed assets and development materials, and licensed intellectual property and technology to Jaguar. On February 28, 2014, the Service Agreement terminated and the associated employees became employees of Jaguar effective March 1, 2014. See Note 10 for additional information regarding the capital contributions and Note 5 for the Service Agreement and license agreement details. Effective July 1, 2016, Napo agreed to reimburse the Company for the use of the Company’s employee’s time and related expenses, including rent and a fixed overhead amount to cover office supplies and copier use (Note 5). On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger dated March 31, 2017 by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo’s representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as our wholly-owned subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from “Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly-owned subsidiary of Jaguar focused on human health and the ongoing commercialization of Mytesi, a Napo drug product approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Liquidity The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring operating losses since inception and has an accumulated deficit of $42,197,264 as of September 30, 2017. The Company expects to incur substantial losses in future periods. Further, the Company’s future operations are dependent on the success of the Company’s ongoing development and commercialization efforts, as well as the securing of additional financing. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis. The Company plans to finance its operations and capital funding needs through equity and/or debt financing, collaboration arrangements with other entities, as well as revenue from future product sales. However, there can be no assurance that additional funding will be available to the Company on acceptable terms on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs or ultimately achieve profitability. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of its products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the Company’s ability to execute on its business plan. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after issuance date of the financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. In June 2016, the Company entered into a common stock purchase agreement with a private investor (the “CSPA”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the investor is committed to purchase up to an aggregate of $15.0 million of the Company’s common stock over the approximately 30-month term of the agreement. Through September 30, 2017 the Company sold 6,000,000 shares for gross cash proceeds of $5,063,785. The CSPA limited the number of shares that the Company can sell thereunder to 2,027,490 shares, which equals 19.99% of the Company’s outstanding shares as of the date of the CSPA (such limit, the “19.99% exchange cap”), unless either (i) the Company obtains stockholder approval to issue more than such 19.99% exchange cap or (ii) the average price paid for all shares of the Company’s common stock issued under the CSPA is equal to or greater than $1.32 per share (the closing price on the date the CSPA was signed), in either case in compliance with Nasdaq Listing Rule 5635(d). At the 2017 Annual Stockholders’ Meeting on May 8, 2017, the Company’s stockholders voted on the approval, pursuant to Nasdaq Listing Rule 5635(d), of the issuance of an additional 3,555,514 shares of the Company’s common stock under the CSPA, which when combined with the 2,444,486 shares that the Company has already sold pursuant to the CSPA, equals an aggregate of 6,000,000 shares.

401(k) Plan	9 Months Ended
401(k) Plan	Sep. 30, 2017
401(k) Plan
401(k) Plan	12. 401(k) Plan The Company sponsors a 401(k) defined contribution plan covering all employees. There were no employer contributions to the plan from plan inception through September 30, 2017.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2017
Income Taxes
Income Taxes	13. Income Taxes The forecasted effective tax rate for the nine months ended September 30, 2017 and 2016 was zero percent, primarily as a result of the estimated tax loss for the year and the change in valuation allowance. However, as a result of the acquisition of Napo in July 2017, the Company recorded a tax benefit of $12.2 million as a discrete item in the current quarter. This tax benefit is a result of the partial release of its existing valuation allowance since the acquired deferred tax liabilities from Napo will provide a source of income for the Company to realize a portion of its deferred tax assets, for which a valuation allowance is no longer needed.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2017
Subsequent Events
Subsequent Events	14. Subsequent Events The Company completed an evaluation of the impact of subsequent events through November 20, 2017, the date these financial statements were issued. Follow-On Public Offering In October 2017, we completed a follow-on registered offering (“offering”) of our common stock. In connection with the offering, we issued 21,250,000 shares of our common stock at a price to the public of $0.20 per share. As a result of the follow-on offering, we received $3.55 million in net proceeds, after deducting underwriting discounts and commissions of $297,500 and estimated offering expenses of $400,000. On November 1, 2017, the underwriters of Jaguar’s previously announced offering exercised their over-allotment option (the “Over-Allotment Option”) to purchase an additional 437,500 shares of Jaguar’s voting common stock, par value $0.0001 per share at a public offering price of $0.20 per share. Jaguar received additional gross proceeds of approximately $87,500 from the exercise of the Over-Allotment Option, increasing the aggregate gross proceeds to Jaguar from the offering to approximately $4.3 million, before deducting offering expenses, underwriting discounts and commissions payable by Jaguar. Termination of Elanco Agreement On November 1, 2017, the Company received a letter (the “Notice”) from Elanco serving as formal notice of Elanco’s decision to terminate the Elanco Agreement by giving the Company 90 days written notice. Pursuant to the terms of the Elanco Agreement, termination of the Agreement will become effective on January 30, 2018, which is 90 days after the date of the Notice. On the effective date of termination of the Elanco Agreement, all licenses granted to Elanco by the Company under the Elanco Agreement will be revoked and the rights granted thereunder revert back to the Company.

Organization and Business (Details)					1 Months Ended			3 Months Ended	5 Months Ended	9 Months Ended	12 Months Ended
Organization and Business (Details)	Jun. 28, 2017 USD ($) shares	May 07, 2017 shares	Nov. 22, 2016 USD ($)	Jun. 11, 2013 shares	Sep. 30, 2017 USD ($) shares	Oct. 31, 2016 USD ($) shares	Jun. 30, 2016 USD ($) shares	Mar. 31, 2017 USD ($)	Sep. 30, 2017 USD ($) shares	Sep. 30, 2017 USD ($) segment $ / shares shares	Dec. 31, 2016 USD ($) shares
Number of segments \| segment										2
Liquidity
Accumulated deficit					$ (42,197,264)				$ (42,197,264)	$ (42,197,264)	$ (40,436,108)
Proceeds from issuance of common stock in a July 2017 CSPA										$ 3,000,000
Private investment
Liquidity
Shares issued (in shares) \| shares		2,444,486			6,000,000				3,555,514	6,000,000
Proceeds from issuance of common stock in a July 2017 CSPA								$ 4,748,017		$ 5,063,785
Maximum number of shares company is permitted to issue \| shares										2,027,490
Maximum number of shares company is permitted to issue (as a percent)										19.99%
Share price required to issue shares more than permitted number (in dollars per share) \| $ / shares										$ 1.32
Common Stock
Amount of shares issued			$ 106,000
Common Stock \| Private investment
Amount of shares issued							$ 500,000
Liquidity
Term of stock purchase agreement							30 months
Shares issued (in shares) \| shares	100,000					170,455	222,222			3,972,510	1,348,601
Proceeds from issuance of common stock in a July 2017 CSPA	$ 50,000					$ 150,000	$ 394,534			$ 2,387,085	$ 2,176,700
Common Stock \| Private investment \| Maximum
Liquidity
Value of common stock that may be sold to a private investor							$ 15,000,000
Napo
Number of segments \| segment										2
Service Agreement \| Napo
Number of shares issued in exchange for cash and services \| shares				2,666,666

Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Deferred Financing Costs
Deferred offering costs	$ 303,963	$ 72,710
IPO
Deferred Financing Costs
Deferred offering costs	$ 303,963	$ 72,710

Summary of Significant Accounting Policies - Restricted Cash and Inventories (Details) - USD ($)				3 Months Ended	4 Months Ended	9 Months Ended
	Jul. 07, 2017	Apr. 21, 2016	Aug. 18, 2015	Oct. 31, 2017	Aug. 31, 2016	Sep. 30, 2017	Dec. 31, 2016	Dec. 22, 2015
Restricted Cash
Maximum borrowing capacity			$ 8,000,000
Initial loan commitment			6,000,000
Base minimum cash balance			$ 4,500,000					$ 3,000,000
Repayment of loan from restricted cash		$ 1,500,000				$ 3,000,000
Interest-only payments, term				3 months	4 months
Restricted cash, current						500,000	$ 511,293
Inventories
Inventory write-downs						0
Third Amendment
Restricted Cash
Repayment of loan from restricted cash	$ 1,000,000
Interest-only payments, term				3 months
Restricted cash, current						$ 500,000

Summary of Significant Accounting Policies - Property and Equipment and Long-Lived Assets (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Asset Impairment Charges
Impairment losses		$ 0
Goodwill impairment charges
Impairment of goodwill	$ 3,648,000	$ 3,648,000
Equipment \| Minimum
Property and Equipment
Estimated useful lives		3 years
Equipment \| Maximum
Property and Equipment
Estimated useful lives		10 years

Summary of Significant Accounting Policies - Collaboration Revenue (Details) - USD ($)		3 Months Ended	9 Months Ended
	Jan. 27, 2017	Sep. 30, 2017	Sep. 30, 2017
Collaboration Revenue
Deferred collaboration revenue		$ 814,589	$ 814,589
Elanco
Collaboration Revenue
Initial upfront payment received	$ 2,548,689
Past product and development expenses reimbursement received	1,048,689
Receivable upon successful completion of a dose ranging study	1,000,000
Receivable upon the first commercial sale of license product for acute indications of diarrhea	2,000,000
Receivable upon the first commercial sale of license product for chronic indications of diarrhea	3,000,000
Upfront payment and expense reimbursement recognized as revenue			$ 2,548,689
Estimated development period for revenue recognition (in years)			1 year
Collaboration revenue recognized from unreimbursed expenses		17,349	$ 503,391
Collaboration revenue recognized from upfront payment and expense reimbursement		637,200	1,734,100
Deferred collaboration revenue		814,589	814,589
Unreimbursed expenses		$ 17,349	$ 17,349
Elanco \| Net sales of licensed products exceeding $100.0 million
Collaboration Revenue
Additional payment receivable upon achievement	25,000,000
Aggregate minimum net sales of license products to be achieved	100,000,000
Elanco \| Net sales of licensed products exceeding $250.0 million
Collaboration Revenue
Additional payment receivable upon achievement	30,000,000
Aggregate minimum net sales of license products to be achieved	250,000,000
Elanco \| Maximum
Collaboration Revenue
Additional payment receivable upon achievement	$ 61,000,000

Summary of Significant Accounting Policies - Segment Data (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) segment	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Segment Data
Revenue from external customers	$ 1,100,214	$ 50,357	$ 2,819,145	$ 112,646
Interest expense	(464,684)	(235,191)	(800,885)	(774,185)
Depreciation and amortization	296,142	15,031	326,204	32,463
Segment profit	(7,430,849)	(3,415,490)	(13,951,849)	(11,057,169)
Segment assets	59,988,055		$ 59,988,055		$ 3,563,149
Number of operations segments \| segment			2
Income tax benefit	12,190,693		$ 12,190,693
Net income (loss) and comprehensive income (loss)	4,759,844	(3,415,490)	(1,761,156)	(11,057,169)
Operating Segments
Segment Data
Segment assets	92,323,335		92,323,335		3,563,149
Segment Reconciling Items
Segment Data
Less: investment in subsidiary	(29,240,965)		(29,240,965)
Less: Intercompany loan	(2,000,000)		(2,000,000)
Less: Intercompany receivable	(1,094,315)		(1,094,315)
Human Health
Segment Data
Revenue from external customers	364,054		364,054
Interest expense	(192,120)		(192,120)
Depreciation and amortization	281,111		281,111
Segment profit	996,493		996,493
Segment assets	57,568,731		57,568,731
Animal Health
Segment Data
Revenue from external customers	736,160	50,357	2,455,091	112,646
Interest expense	(272,564)	(235,191)	(608,765)	(774,185)
Depreciation and amortization	15,031	15,031	45,093	32,463
Segment profit	3,763,351	$ (3,415,490)	(2,757,649)	$ (11,057,169)
Segment assets	$ 34,754,604		$ 34,754,604		3,563,149
Accounting Standards Update 2016-09
Segment Data
Unrecognized deferred tax assets					0
Cumulative-effect adjustment					$ 0
Napo
Segment Data
Number of operations segments \| segment			2
Number of reportable segments \| segment			2

Business Combination - Total consideration exchanged (Details) - USD ($)		9 Months Ended
	Jul. 31, 2017	Sep. 30, 2017
Total consideration exchanged
Fair value of Jaguar common stock		$ 25,303,859
Fair value of Jaguar common stock warrants		630,859
Fair value of replacement restricted stock units		3,300,555
Fair value of replacement stock options		$ 5,691
Napo
Total consideration exchanged
Fair value of Jaguar common stock	$ 25,303,859
Fair value of Jaguar common stock warrants	630,859
Fair value of replacement restricted stock units	3,300,555
Fair value of replacement stock options	5,691
Cash	2,000,000
Effective settlement of receivable from Napo	464,295
Total consideration exchanged	$ 31,705,259

Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Fair value of liabilities measured on a recurring basis
Total fair value	$ 182,080	$ 799,201
Level 3
Fair value of liabilities measured on a recurring basis
Total fair value	182,080	$ 799,201
Warrant liability
Fair value of liabilities measured on a recurring basis
Total fair value	163,080
Warrant liability \| Level 3
Fair value of liabilities measured on a recurring basis
Total fair value	163,080
Derivative liability
Fair value of liabilities measured on a recurring basis
Total fair value	19,000
Derivative liability \| Level 3
Fair value of liabilities measured on a recurring basis
Total fair value	$ 19,000

Related Party Transactions (Details) - USD ($)	7 Months Ended
Related Party Transactions (Details) - USD ($)	Jul. 31, 2017	Dec. 31, 2016
Napo
Related Party Transactions
Due from former parent		$ 299,819
Royalty payable to former parent		(171)
Net receivable (payable) to former parent		299,648
Loan receivable from related party	$ 2,000,000
Napo \| Service Agreement
Related Party Transactions
Remittance from related party	838,723
Outstanding receivables	351,870	277,529
Napo \| Purchase transactions
Related Party Transactions
Remittance from related party	67,262
Outstanding receivables	112,905	$ 22,290
Napo \| Service Agreement
Related Party Transactions
Amount of share employee services and purchases on behalf of related party	913,068
Napo \| Purchase transactions
Related Party Transactions
Amount of share employee services and purchases on behalf of related party	$ 157,877

Related Party Transactions - Royalty payable to former parent and license fee payable to former parent and related agreement (Details) - USD ($)	1 Months Ended			3 Months Ended	7 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jul. 31, 2013	Mar. 31, 2016	Jul. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Commercialization Agreement
Property and equipment, net						$ 840,852	$ 885,945
Napo
Commercialization Agreement
Effective settlement of receivable from Napo					$ 464,295
Napo \| Option Agreement
Commercialization Agreement
License fees paid			$ 100,000
Term of agreement			2 years
Napo \| License Agreement
Commercialization Agreement
License fees paid				$ 425,000
Payment obligation of one-time non-refundable license fee	$ 1,750,000	$ 2,000,000
Option fee		100,000
Milestone payments due		$ 3,150,000
Royalty expiration term from the first sale of each individual product		10 years
Minimum proceeds from IPO prior to December 31, 2015, required for royalty reduction		$ 10,000,000
Milestone payments due in the event of minimum proceeds from IPO		$ 0
Napo \| License Agreement \| Current assets
Commercialization Agreement
Unpaid royalties					481		$ 171
Napo \| License Agreement \| Sales and marketing expense
Commercialization Agreement
Royalties incurred					765
Royalties paid					$ 455
Products derived from Croton Lechleri \| Napo \| License Agreement
Commercialization Agreement
Royalty rate for net sales below revenue base (as a percent)		8.00%
Net product sales upon which royalty rate increases		$ 30,000,000
Royalty rate for net sales above revenue base (as a percent)		10.00%
Royalties payments due in the event of minimum proceeds from IPO		$ 0
Prescription products derived from Croton Lechleri \| Napo \| License Agreement
Commercialization Agreement
Royalty rate in the event of an IPO in excess of a specified amount		2.00%
Non-prescription products derived from Croton Lechleri \| Napo \| License Agreement
Commercialization Agreement
Royalty rate in the event of an IPO in excess of a specified amount		1.00%
Pharmaceutical prescription products not derived from Croton Lechleri \| Napo \| License Agreement
Commercialization Agreement
Royalty on annual net sales of products (as a percent)		2.00%
Nonprescription products not derived from Croton Lechleri \| Napo \| License Agreement
Commercialization Agreement
Royalty on annual net sales of products (as a percent)		1.00%

Balance Sheet Components - Intangible assets (Details)	Sep. 30, 2017 USD ($)
Intangible assets
Total intangible assets	$ 36,400,000
Less: Accumulated amortization	(281,111)
Total intangible assets, net	36,118,889
Developed technology
Intangible assets
Total intangible assets	25,000,000
IPR&D
Intangible assets
Total intangible assets	11,100,000
Trademarks
Intangible assets
Total intangible assets	$ 300,000

Balance Sheet Components - Goodwill (Details) - USD ($)	3 Months Ended	9 Months Ended
Balance Sheet Components - Goodwill (Details) - USD ($)	Sep. 30, 2017	Sep. 30, 2017
Goodwill
Goodwill acquired in conjunction with Napo Merger		$ 22,037,821
Impairment	$ (3,648,000)	(3,648,000)
Goodwill at end of the period	$ 18,389,821	$ 18,389,821

Balance Sheet Components - Accrued Expenses (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accrued compensation and related:
Accrued vacation	$ 264,223	$ 223,769
Accrued payroll	150	2,692
Accrued payroll tax	20,312	20,140
Total of accrued compensation and related	284,685	246,601
Accrued interest	422,179	123,982
Accrued clinical	17,045	36,725
Accrued research and development costs	668,850
Accrued legal costs		92,500
Accrued audit		37,000
Marketing advance	168,525
Accrued other	366,017	45,714
Total	$ 1,927,301	$ 582,522

Commitments and Contingencies - Operating Leases (Details) - USD ($)		3 Months Ended		9 Months Ended
	Sep. 25, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Jul. 01, 2015
Commitments and Contingencies
Cash deposits under non-cancelable sub-lease agreement						$ 122,163
Security deposit under non-cancelable sub-lease agreement						29,539
Future minimum lease payments under non-cancellable operating leases
2017 - October through December		$ 91,622		$ 91,622
2018		245,327		245,327
Total minimum lease payments		336,949		336,949
Non-cancelable purchase orders		1,300,000		1,300,000
Percentage of amount received to be paid to Glenmark	25.00%
The maximum amount to be received by Glenmark	$ 7,000,000
Prepaid expenses and other current assets
Commitments and Contingencies
Prepayment of last three months lease payments						$ 92,623
General and administrative expense
Commitments and Contingencies
Rent expense under non-cancelable operating lease		$ 90,278	$ 90,278	$ 270,835	$ 270,835

Debt and Warrants - Warrants (Details) - USD ($)					1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
Debt and Warrants - Warrants (Details) - USD ($)	Dec. 31, 2016	Nov. 29, 2016	Nov. 22, 2016	Nov. 08, 2016	Jul. 31, 2017	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Debt and Warrants
Share issue price (in dollars per share)	$ 0.720	$ 0.69		$ 0.91		$ 0.20	$ 0.20	$ 0.720
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)						15,550,753	15,550,753		26,785
Strike price (in dollars per share)				$ 0.01
Expected life		5 years 6 months		5 years 8 months 19 days			4 years 8 months 1 day	5 years 4 months 28 days
Volatility (as a percent)		71.92%		70.35%			90.77%	73.62%
Closing price (in dollars per share)		$ 0.69
Risk-free interest rate (as a percent)		1.87%		1.45%			1.87%	2.00%
Revaluation of warrant liability							$ (636,121)
Warrants outstanding at beginning of period							5,968,876	748,872
Warrants granted							1,595,791	5,253,337
Warrants exercised							(908,334)
Warrants cancelled								(33,333)
Warrants outstanding at end of period	5,968,876					6,656,333	6,656,333	5,968,876
General and administrative expense
Warrant Activity
Revaluation of warrant liability						$ 23,000
Series A warrants and placement agent warrants
Debt and Warrants
Share issue price (in dollars per share)	$ 0.716					$ 0.20	$ 0.20	$ 0.716
Warrant Activity
Strike price (in dollars per share)	$ 0.75		$ 0.75			$ 0.75	$ 0.75	$ 0.75
Expected life	5 years 4 months 28 days		5 years 6 months			4 years 8 months 1 day
Volatility (as a percent)	73.62%		71.92%			90.77%
Risk-free interest rate (as a percent)	2.00%		1.87%			1.87%
Warrant liability	$ 799,201	$ 756,001				$ 163,080	$ 163,080	$ 799,201
Revaluation of warrant liability	$ 43,200					$ 388,800	$ (636,121)
Series A Warrants
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)			1,666,668
Strike price (in dollars per share)			$ 0.75
Warrant liability			$ 756,001
Placement agent Warrants
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)			133,333
Series B warrants
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)			1,666,668
Strike price (in dollars per share)			$ 0.90
Expected life			1 year
Volatility (as a percent)			116.65%
Risk-free interest rate (as a percent)			0.78%
Series C warrants
Debt and Warrants
Shares issued (in shares)					908,334
Share issue price (in dollars per share)					$ 0.40	$ 0.56	$ 0.56
Amount of shares issued					$ 363,334
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)			1,666,668		908,334
Strike price (in dollars per share)			$ 1.00			$ 1.00	1.00
Expected life			1 year 6 months			9 months 29 days
Volatility (as a percent)			116.92%			115.28%
Closing price (in dollars per share)						$ 0.1347
Closing price, post modification (in dollars per share)						$ 0.16	0.16
Risk-free interest rate (as a percent)			0.94%			1.20%
2016 Private Placement
Debt and Warrants
Shares issued (in shares)			1,666,668
Share issue price (in dollars per share)			$ 0.60
Amount of shares issued			$ 1,000,000
Napo
Debt and Warrants
Share issue price (in dollars per share)						$ 0.56	0.56
Warrant Activity
Strike price (in dollars per share)						$ 0.08	$ 0.08
Fair value of warrants						$ 630,859	$ 630,859
Warrants granted						1,224,875
Napo \| Warrants Expired, December 31, 2018
Warrant Activity
Warrants expired						$ 145,457	145,457
Napo \| Warrants Expired, December 31, 2025
Warrant Activity
Warrants expired						$ 1,079,418	$ 1,079,418

Stock Incentive Plans - Restricted Units (Details) - shares	Jul. 03, 2017	Jul. 01, 2017	Jan. 01, 2016
Stock Incentive Plans
Issuance of common stock in exchange for vested restricted stock units (in shares)	13,307		17,546
Restricted stock units
Stock Incentive Plans
RSUs, vested and released, gross (in shares)	20,789		27,768
RSU shares used to pay withholding taxes (in shares)	7,086		10,172
2013 Plan \| Restricted stock units
Stock Incentive Plans
Vesting (as a percent)		50.00%	50.00%

Net Income (Loss) Per Share Attributable to Common Stockholders- Excluded From Calculation (Details) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	9,640,637	3,180,703
Options issued and outstanding
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	2,984,304	2,444,375
Warrants to purchase common stock
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	6,656,333	715,539
Restricted stock units
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)		20,789

401(k) Plan (Details)	9 Months Ended
401(k) Plan (Details)	Sep. 30, 2017 USD ($)
401(k) Plan
Employer contributions to the plan	$ 0

Income Taxes (Details) - USD ($)	3 Months Ended	9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Tax benefit	$ (12,190,693)	$ (12,190,693)
Napo
Effective tax rate (as a percent)		0.00%	0.00%

Subsequent Events (Details) - USD ($)			1 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 01, 2017	Nov. 22, 2016	Oct. 31, 2017	Jul. 31, 2017
Subsequent Events
Shares issued to creditors				270,270
Common stock, par value (in dollars per share)				$ 0.0001
Common Stock
Subsequent Events
Amount of shares issued		$ 106,000
Subsequent event \| Voting common Stock \| Common Stock
Subsequent Events
Common stock, par value (in dollars per share)	$ 0.0001
Amount of shares issued	$ 4,300,000
Subsequent event \| Follow-On Public Offering \| Common Stock
Subsequent Events
Shares issued (in shares)			21,250,000
Shares issued (price per share)			$ 0.20
Amount of shares issued			$ 3,550,000
Underwriting discounts and commissions			297,500
Offering expenses			$ 400,000
Subsequent event \| Underwriters' over-allotment option \| Voting common Stock \| Common Stock
Subsequent Events
Shares issued (in shares)	437,500
Shares issued (price per share)	$ 0.20
Amount of shares issued	$ 87,500
Elanco \| Subsequent event
Subsequent Events
License agreement termination notice period	90 days
License agreement termination effective duration after notice	90 days