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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2018	Apr. 05, 2019	Jun. 30, 2018
Entity Registrant Name	Jaguar Health, Inc.
Entity Central Index Key	0001585608
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Public Float			$ 12,405,942
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Common stock - voting
Entity Common Stock, Shares Outstanding		59,415,042
Common stock - non-voting
Entity Common Stock, Shares Outstanding		40,301,237
Convertible preferred stock.
Entity Common Stock, Shares Outstanding		5,524,926

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 2,568,191	$ 520,698
Restricted cash		239,169
Accounts receivable	995,683	467,658
Other receivable	6,118	1,380
Inventory	3,342,177	2,072,817
Prepaid expenses and other current assets	1,237,772	497,373
Total current assets	8,149,941	3,799,095
Property and equipment, net	760,617	1,222,068
Goodwill		5,210,821
Intangible assets, net	31,710,556	33,397,222
Other assets	420,831
Total assets	41,041,945	43,629,206
Current liabilities:
Accounts payable	5,414,260	7,354,932
Deferred collaboration revenue		177,389
Accrued liabilities	4,939,441	2,204,133
Warrant liability	220,376	103,860
Derivative liability		11,000
Conversion option liability		111,841
Convertible debt - current, net of discount	11,239,170	2,672,215
Notes payable, net of discount	4,845,575	1,141,153
Current portion of long-term debt		1,609,244
Total current liabilities	26,658,822	15,385,767
Convertible debt non-current, net of discount		10,982,437
Total liabilities	26,658,822	26,368,204
Commitments and contingencies (See Note 7)
Series A convertible preferred stock: $0.0001 par value, 10,000,000 shares authorized at December 31, 2018 and 2017; 5,524,926 and 0 shares issued and outstanding at December 31, 2018 and 2017, repectively; (liquidation preference of $9,199,002 at December 31, 2018)	9,000,002
Stockholders' equity (deficit):
Additional paid-in capital	99,927,410	79,661,044
Accumulated deficit	(94,550,779)	(62,404,722)
Total stockholders' equity	5,383,121	17,261,002
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	41,041,945	43,629,206
Common stock - voting
Stockholders' equity (deficit):
Common stock value	2,460	418
Common stock - non-voting
Stockholders' equity (deficit):
Common stock value	$ 4,030	$ 4,262

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	10,000,000	10,000,000
Convertible preferred stock, shares issued	5,524,926	0
Convertible preferred stock, shares outstanding	5,524,926	0
Liquidation preference value	$ 9,199,002
Common Stock \| Common stock - voting
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	250,000,000
Common stock, shares issued	24,603,104	4,180,484
Common stock, shares outstanding	24,603,104	4,180,484
Common Stock \| Common stock - non-voting
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	40,301,237	42,617,893
Common stock, shares outstanding	40,301,237	42,617,893

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Revenue
Total revenue	$ 4,416,145	$ 4,361,186
Operating expenses
Cost of product revenue	2,765,746	880,405
Research and development	5,154,748	4,269,455
Sales and marketing	9,831,576	3,083,739
General and administrative	12,277,222	11,247,647
Impairment of goodwill	5,210,821	16,827,000
Impairment of indefinite-lived assets	0	2,300,000
Total operating expenses	35,240,113	38,608,246
Loss from operations	(30,823,968)	(34,247,060)
Interest expense	(2,628,685)	(1,209,632)
Other income, net	315,691	88,549
Change in fair value of warrants, derivative liability and conversion option liability	331,016	695,341
Gain on Valeant settlement	1,204,333
Loss on extinguishment of debt	(544,444)	(477,054)
Net loss before income tax	(32,146,057)	(35,149,856)
Income tax benefit		13,181,242
Net loss	$ (32,146,057)	$ (21,968,614)
Net loss per share - basic and diluted (in dollars per share)	$ (2.19)	$ (7.59)
Weighted-average shares outstanding, basic and diluted (in shares)	14,681,044	2,895,729
Product revenue
Revenue
Total revenue	$ 4,238,756	$ 1,485,114
Collaboration revenue
Revenue
Total revenue	$ 177,389	$ 2,876,072

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - 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 Common Stock Common stock - voting	Private Investment in Public Entities Additional Paid-in Capital	Private Investment in Public Entities	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	Private Investment in Public Entities November 2017 Common Stock Common stock - voting	Private Investment in Public Entities November 2017 Additional Paid-in Capital	Private Investment in Public Entities November 2017	Private Investment in Public Entities March 2018 Common Stock Common stock - voting	Private Investment in Public Entities March 2018 Additional Paid-in Capital	Private Investment in Public Entities March 2018 Series A Preferred Stock	Private Investment in Public Entities March 2018	Private Investment in Public Entities July 2018 Common Stock Common stock - voting	Private Investment in Public Entities July 2018 Additional Paid-in Capital	Private Investment in Public Entities July 2018	Private investment in public entities with new investors Common Stock Common stock - voting	Private investment in public entities with new investors Additional Paid-in Capital	Private investment in public entities with new investors	Private investment in public entities with existing investors Common Stock Common stock - voting	Private investment in public entities with existing investors Additional Paid-in Capital	Private investment in public entities with existing investors	October 2018 Equity Financing Common Stock Common stock - voting	October 2018 Equity Financing Additional Paid-in Capital	October 2018 Equity Financing	September 2018 L2 convertible note payable Common Stock Common stock - voting	September 2018 L2 convertible note payable Additional Paid-in Capital	September 2018 L2 convertible note payable	Office lease extension agreement Additional Paid-in Capital	Office lease extension agreement	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	Series A Preferred Stock	Common stock - voting	Common stock - non-voting	Total
Balance at Dec. 31, 2016																																		$ 93				$ 37,981,829	$ (40,436,108)				$ (2,454,185)
Balance (in shares) at Dec. 31, 2016																																		933,809
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of common stock in a private investment in public entities offering, net of offering costs of $72,710 and $6,000	$ 26	$ 2,314,347	$ 2,314,374				$ 1	$ 93,999	$ 94,000
Issuance of common stock in a private investment in public entities offering, net of offering costs of $72,710 and $6,000 (in shares)	264,819						13,333
Issuance of common stock through a stock purchase agreement with a private investor, net of offering costs of $44,738 November 2017										$ 34	$ 555,228	$ 555,262
Issuance of common stock through a stock purchase agreement with a private investor, net of offering costs of $44,738 November 2017 (in shares)										340,000
Issuance of common stock				$ 27	$ 400,973	$ 401,000																												$ 22				2,999,978					3,000,000
Issuance of common stock (in shares)				267,333																														216,216
Issuance of common stock in the merger																																		$ 15	$ 4,317	$ 1,278,154	$ 24,172,725				$ 1,278,169	$ 24,177,042
Issuance of common stock in the merger (in shares)																																		152,163	43,173,288
Issuance of common stock in a follow-on offering registration statement October 2017, net of commissions and offering costs of $763,502																																		$ 145				3,573,853					3,573,998
Issuance of common stock in a follow-on offering registration statement October 2017, net of commissions and offering costs of $763,502 (in shares)																																		1,445,833
Issuance of warrants in the merger																																						630,859					630,859
Issuance of stock options in the merger																																						5,691					5,691
Issuance of RSUs in the merger																																						3,300,555					3,300,555
Issuance of common stock in exchange of warrants																																		$ 6				386,328					386,334
Issuance of common stock in exchange of warrants (in shares)																																		60,556
Warrants, issued in conjunction with debt extinguishment																																						207,713					207,713
Issuance of common stock in exchange for vested restricted stock units (in shares)																																		914
Issuance of common stock in exchange for redemption of convertible debt																																		$ 43				900,320					900,363
Issuance of common stock in exchange for redemption of convertible debt (in shares)																																		432,806
Issuance of common stock in exchange for services																																		$ 2				43,827					$ 43,829
Issuance of common stock in exchange for services (in shares)																																		15,676
Conversion of non-voting common stock to voting common stock																																		$ 4	$ (55)			51
Conversion of non-voting common stock to voting common stock (in shares)																																		37,026	(555,395)
Shares issued from pre-funded warrants (in shares)																																											106,376
Stock-based compensation																																						814,613					$ 814,613
Net loss																																							(21,968,614)				(21,968,614)
Balance at Dec. 31, 2017																																		$ 418	$ 4,262			79,661,044	(62,404,722)				17,261,002
Balance (in shares) at Dec. 31, 2017																																		4,180,484	42,617,893
Increase (decrease) in Stockholders' Equity (Deficit)
Issuance of preferred stock and common stock in a private investment in public entities March 2018													$ 196	$ 4,999,804	$ 9,000,002	$ 5,000,000
Issuance of preferred stock and common stock in a private investment in public entities March 2018 (in shares)													1,960,794		5,524,926
Beneficial conversion feature of the series A convertible preferred stock March 2018																																						995,000		$ (995,000)			995,000
Deemed dividend on Series A convertible preferred stock March 2018																																						(995,000)		995,000			(995,000)
Issuance of common stock in a private investment in public entities offering, net of offering costs of $72,710 and $6,000																	$ 47	$ 624,850	$ 624,897	$ 72	$ 1,305,702	$ 1,305,774	$ 48	$ 750,052	$ 750,100				$ 7	$ 47,993	$ 48,000
Issuance of common stock in a private investment in public entities offering, net of offering costs of $72,710 and $6,000 (in shares)																	470,781			716,425			478,853						75,000
Issuance of warrants in the merger																											$ 23,894	$ 23,894		$ 118,149	$ 118,149	$ 493,688	$ 493,688
Issuance of common stock in exchange for redemption of convertible debt																																		$ 96				1,607,325					1,607,421
Issuance of common stock in exchange for redemption of convertible debt (in shares)																																		956,553
Issuance of common stock in exchange for services																																						6,425					6,425
Issuance of common stock in exchange for services (in shares)																																		3,333
Issuance of common stock in exchange for payment of interest expense July 2018																																		$ 29				704,696					704,725
Issuance of common stock in exchange for payment of interest expense (in shares) July 2018																																		285,694
Conversion of non-voting common stock to voting common stock																																		$ 15	$ (232)			217
Conversion of non-voting common stock to voting common stock (in shares)																																		154,443	(2,316,656)
Issuance of common stock in lieu of interest July 2018																																		$ 32				479,776					479,808
Issuance of common stock in lieu of interest (in shares) July 2018																																		320,743
Fractional common stock shares repurchased																																						(30)					$ (30)
Shares issued in S-1 offering, net of issuance costs																										$ 1,157	5,025,293	5,026,450
Shares issued in S-1 offering, net of issuance costs (in shares)																										11,575,001
Shares issued from pre-funded warrants																										$ 343	$ 2,054,658	$ 2,055,001
Shares issued from pre-funded warrants (in shares)																										3,425,000																	2,166,588
Stock-based compensation																																						2,023,874					$ 2,023,874
Net loss																																							(32,146,057)				(32,146,057)
Balance at Dec. 31, 2018																																		$ 2,460	$ 4,030			$ 99,927,410	$ (94,550,779)				5,383,121
Ending Balance at Dec. 31, 2018																																								$ 9,000,002			$ 9,000,002
Balance (in shares) at Dec. 31, 2018																																		24,603,104	40,301,237					5,524,926

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Stock Transactions, Parenthetical Disclosures
Shares issued in S-1 offering, net of issuance costs	$ 2,117,550
October 2018 Equity Financing
Stock Transactions, Parenthetical Disclosures
Shares issued in S-1 offering, net of issuance costs	$ 1,900,000
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
Common Stock \| Stock Purchase Agreement with Private Investor November 2017
Stock Transactions, Parenthetical Disclosures
Offering costs		44,738
Common Stock \| Follow-on Offering Registration October 2017
Stock Transactions, Parenthetical Disclosures
Offering costs		$ 763,502

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities
Net loss	$ (32,146,057)	$ (21,968,614)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,319,003	584,339
Impairment of goodwill	5,210,821	16,827,000
Impairment of indefinite-lived assets		2,300,000
Deferred income tax benefit		(13,181,242)
Interest paid on the conversion of debt to equity	21,274	79,401
Common stock issued in exchange for services rendered	6,425	43,829
Common stock issued in Napo merger for services		151,351
Warrants issued for services	23,894
Loss on extinguishment of debt	544,444	477,054
Charge in relation to modification of warrants		23,000
Stock-based compensation	2,023,874	814,613
Amortization of debt issuance costs and debt discount	1,196,914	600,360
Change in fair value of warrants, conversion option and derivative liability	(6,325)	(704,341)
Changes in assets and liabilities
Accounts receivable	(528,025)	(166,057)
Other receivable	(4,738)	(1,380)
Inventory	(1,269,360)	128,000
Prepaid expenses and other current assets	(111,616)	(143,926)
Deferred offering costs		72,710
Other non-current assets	(262,659)	122,163
Due from former parent		(164,647)
Deferred revenue	(177,389)	177,389
Deferred product revenue		(224,454)
Deferred rent	109,240	(2,372)
Accounts payable	(1,940,671)	4,188,890
Accrued expenses	3,260,119	141,994
Total cash used in operations	(22,730,832)	(9,824,940)
Cash flows from investing activities
Purchase of equipment	(6,527)
Cash paid in Napo merger, net of cash acquired		(1,557,340)
Total cash used in investing activities	(6,527)	(1,557,340)
Cash flows from financing activities
Proceeds from issuance of notes payable	2,564,938	1,100,000
Proceeds from issuance of convertible debt	474,000	1,700,000
Payments of long-term debt	(1,689,200)	(2,422,094)
Payments of convertible debt	(566,249)
Issuance of common stock through a stock purchase agreement with a private investor - November 2017		555,262
Issuance of common stock in a follow-on offering registration statement, net - October 2017		3,573,998
Proceeds from issuance of common stock in the Napo merger		3,000,000
Issuance of common stock through the exercise of common stock warrants		363,334
Proceeds from issuance of common stock	7,055,874
Proceeds from issuance of convertible preferred stock	9,199,002
Issuance of common stock - exercise of prepaid equity forward contracts - October 2018	(2,117,550)
Fractional common stock shares repurchased	(30)
Total cash provided by financing activities	24,545,683	10,679,874
Net increase (decrease) in cash and restricted cash	1,808,324	(702,406)
Cash and restricted cash at beginning of period	759,867	1,462,273
Cash and restricted cash at end of period	2,568,191	759,867
Supplemental schedule of non-cash financing and investing activities
Interest paid on long-term debt	19,344	234,550
Deemed dividend attributable to Series A convertible preferred stock	995,000
Fair value of common stock issued in Napo merger		25,303,859
Fair value of replacement of common stock warrants issued in Napo merger		630,859
Fair value of replacement restricted stock units issued in Napo merger		3,300,555
Fair value of replacement stock options issued in Napo merger		5,691
Fair value of common stock issued in lieu of repayment of Napo debt		2,000,000
September 2018 L2 convertible note payable
Supplemental schedule of non-cash financing and investing activities
Issuance of common stock in debt financing September 2018	$ 48,000
Warrants issued	118,149
Private Investment in Public Entities June 2016
Cash flows from financing activities
Proceeds from issuance of common stock		2,314,374
Private Investment in Public Entities December 2017
Cash flows from financing activities
Issuance of common stock in a private investment in public entities offering - December 2017		495,000
Private Investment in Public Entities July 2018
Cash flows from financing activities
Proceeds from issuance of common stock	$ 624,897
Private investment in public entities 10-4-18
Cash flows from financing activities
Issuance of common stock through the exercise of common stock warrants	2,055,001
Proceeds from issuance of common stock	$ 6,945,000
Private investment in public entities, October 2018
Supplemental schedule of non-cash financing and investing activities
Warrants issued	611,286
Jaguar Notes Payable
Supplemental schedule of non-cash financing and investing activities
Common stock issued as redemption of notes payable and related interest	$ 1,153,408
Fair value of common stock issued as redemption of notes payable		601,312
Napo convertible debt
Supplemental schedule of non-cash financing and investing activities
Common stock issued as redemption of notes payable and related interest	$ 1,638,546
Fair value of common stock issued as redemption of notes payable		$ 299,050

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash and Restricted Cash:
Cash	$ 2,568,191	$ 520,698
Restricted cash		239,169
Total cash and restricted cash	$ 2,568,191	$ 759,867	$ 1,462,273

Organization and Business	12 Months Ended
Organization and Business	Dec. 31, 2018
Organization and Business
Organization and Business	1. Organization and Business Jaguar Health, Inc. (“Jaguar”, “we” or the “Company”), formerly known as Jaguar Animal Health, Inc., was incorporated on June 6, 2013 (inception) in Delaware. The Company was a majority-owned subsidiary of Napo Pharmaceuticals, Inc. (“Napo” or the “Former Parent”) until the close of the Company's initial public offering on May 18, 2015. The Company was formed to develop and commercialize first-in-class gastrointestinal products for companion and production animals and horses. The Company's first commercial product, Neonorm Calf, was launched in 2014 and Neonorm Foal was launched in the first quarter of 2016. The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding in order to timely compete the development and commercialization of products. On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger dated March 31, 2017 by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo's representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as our wholly-owned subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from “Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly-owned subsidiary of Jaguar focused on human health and the ongoing commercialization of Mytesi, a Napo drug product approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. The Company manages its operations through two segments—human health and animal health and is headquartered in San Francisco, California. Reverse stock-split On May 18, 2018, the stockholders of Jaguar approved at the 2018 Annual Meeting of Stockholders of the Company and the Board approved, in accordance with the authority granted by the Company's stockholders at the Annual Meeting, a 1‑for‑15 reverse stock split of the Company's issued and outstanding shares of Common Stock, effective June 1, 2018. The reverse split has been reflected in all voting common stock, warrants, and common stock option shares disclosed in these financial statements. The non-voting common stock and the convertible preferred stock were excluded from the reverse split. Liquidity and Going Concern 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 $94.6 million as of December 31, 2018. 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 of Mytesi and Neonorm. 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, including sales of Mytesi, 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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

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

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with 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, acquired in-process research and development (“IPR&D"), and long lived assets; useful lives for depreciation and amortization; valuation adjustments for excess and obsolete inventory; allowance for doubtful accounts; deferred taxes and valuation allowances on deferred tax assets; evaluation and measurement of contingencies; and recognition of revenue, including estimates for product returns. Those estimates could change, and as a result, actual results could differ materially from those estimates.

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. Upon the closing of its October 2018 offering, in which common stock and pre-funded warrants were issued as registered on Form S-1, the Company had deferred costs of $1.9 million, representing legal, accounting, printer and filing fees. These deferred offering costs were charged to stockholders’ equity when the offering closed on October 4, 2018.

Concentrations

Cash is the financial instrument that potentially subjects the Company to a concentration of credit risk as cash is deposited with a bank and cash balances are generally in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The carrying value of cash approximates fair value at December 31, 2018 and 2017.

For the year ended December 31, 2018, substantially all of the Company’s revenue has been derived from the sale of Mytesi. The Company earned Mytesi revenue primarily from three major pharmaceutical distributors in the United States, each of whom amounted to a percentage of total net revenue of at least 10%. Revenue earned from each as a percentage of total net revenue follows:


Consolidated (percentage of total net sales)	For the Year Ended
	December 31,
	2018		2017
Customer 1	32	%	11	%
Customer 2	31	%	9	%
Customer 3	26	%	12	%
	89	%	32	%

The Company is subject to credit risk from its accounts receivable related to its sales. The Company generally does not perform evaluations of customers' financial condition and generally does not require collateral. The Company's significant pharmaceutical distributors and their related accounts receivable balance as a percentage of total accounts receivable were as follows:


	For the Year Ended
	December 31,
	2018		2017
Customer 1	34	%	34	%
Customer 2	31	%	26	%
Customer 3	21	%	37	%
	86	%	97	%

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

The Company is subject to credit risk from its inventory suppliers. The Company sources drug substance from a single supplier and drug product from a single supplier.

Fair Values

The Company’s financial instruments include, cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, warrant liabilities, derivative liability, debt conversion option 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.

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. The Company reserved $85,000 for Neonorm Foal inventory obsolescence in the year ended December 31, 2018.

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.

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 the 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. The Company first recorded goodwill upon the June 2017 Napo Merger, with the goodwill being entirely allocated to the human health reporting unit.

The Company recorded an impairment of goodwill of $16.8 million in the fiscal year ending December 31, 2017. 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.

The Company recorded an impairment of goodwill of $5.2 million in the fiscal year ending December 31, 2018. The decline in market capitalization during fiscal year 2018 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, 2018. The conditions that gave rise to the fiscal year 2018 impairment charge were due to the total of the fair value of total invested capital and non-interest bearing liabilities being less than the book value of total assets.

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 the Company 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.

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. The Company recorded an impairment of $2.3 million in the year ended December 31, 2017. The impairment loss was measured based on the excess of the carrying amount over the asset's fair value. The loss resulted from the Company's termination of the clostridium dificil infection program. The annual test for impairment determined that there was no impairement loss for the year ended December 31, 2018.

Research and Development Expense

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

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which was adopted on January 1, 2018, using the modified retrospective method, which was elected to apply to all active contracts as of the adoption date. Application of the modified retrospective method did not impact amounts previously reported by the Company, nor did it require a cumulative effect adjustment upon adoption, as the Company's method of recognizing revenue under ASC 606 yielded similar results to the method utilized immediately prior to adoption. Accordingly, there was no effect to each financial statement line item as a result of applying the new revenue standard.

Practical Expedients, Elections, and Exemptions

The Company recognizes revenue in accordance with the core principle of ASC 606 or when there is a transfer of control of promised goods or services to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services.

The Company used a practical expedient available under ASC 606‑10‑65‑1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations.

The Company also used a practical expedient available under ASC 606‑10‑32‑18 that permits it to not adjust the amount of consideration for the effects of a significant financing component if, at contract inception, the expected period between the transfer of promised goods or services and customer payment is one year or less.

The Company has elected to treat shipping and handling activities as fulfillment costs.

Additionally, the Company elected to record revenue net of sales and other similar taxes.

Contracts

Napo entered into a Marketing and Distribution Agreement (“M&D Agreement”) with BexR Logistix, LLC (“BexR” or “Mission Pharmacal” or “Mission”), in April 2016 to appoint BexR as its distributor with the right to market and sell, and the exclusive right to distribute Mytesi (formerly Fulyzaq) in the US. Napo sells Mytesi through Mission, who then sells Mytesi to its distributors and wholesalers — McKesson, Cardinal Health, AmerisourceBergen Drug Corporation (“ABC”), HD Smith, Smith Drug and Publix (together “Distributors”). Mission sells Mytesi to its Distributors, on behalf of Napo, under agreements executed by Mission with these Distributors and Napo abides by the terms and conditions of sales agreed to between Mission and their Distributors. Health care providers order Mytesi through pharmacies who obtain Mytesi through Mission's Distributors. Napo considers Mission as the sales agent and the Distributors of Mission as its customers. Napo retains control of Mytesi held at Mission.

Mission's Distributors are our customers with respect to purchase of Mytesi. The M&D Agreement with Mission, Mission's agreement with the Distributors and the related purchase order will together meet the contract existence criteria under ASC 606‑10‑25‑1. This M&D Agreement with Mission was amended on August 15, 2018, with a termination date of January 31, 2019. Effective January 31, 2019, the Company entered into a Distribution Agreement with Cardinal Health to replace Mission as the sales agent.

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

Performance obligations

For the products sold by each of Napo and Jaguar, the single performance obligation identified above is the Company's promise to transfer the Company's product Mytesi to Distributors based on specified payment and shipping terms in the arrangement. Product warranties are assurance type warranties that does not represent a performance obligation.

Transaction price

For both Jaguar and Napo, the transaction price is the amount of consideration to which the Company expects to collect in exchange for transferring promised goods or services to a customer. The transaction price of Mytesi and Neonorm is the Wholesaler Acquisition Cost (“WAC”), net of estimated discounts, returns, and price adjustments.

Allocate transaction price

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

Point in time recognition

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

Disaggregation of Product Revenue

Human

Sales of Mytesi are recognized as revenue when the products are delivered to the wholesalers. Net revenues from the sale of Mytesi were $4,121,913 and $1,062,919 for the years ended December 31, 2018 and 2017, respectively. The Company did not recognize revenue for Mytesi sales prior to the July 2017 merger with Napo.

Animal

The Company recognized Neonorm revenues of $116,843 and $344,194 for the years ended December 31, 2018 and 2017, respectively. Botanical Extract revenues were zero and $78,000 for the years ended December 31, 2018 and 2017, respectively. Revenues are recognized upon shipment which is when title and control is transferred to the buyer. Sales of Neonorm Calf and Foal to distributors are made under agreements that may provide distributor price adjustments and rights of return under certain circumstances.

Collaboration Revenue

On January 27, 2017, the Company entered into a licensing, development, co-promotion and commercialization agreement with Elanco US Inc. (“Elanco”) to license, develop and commercialize Canalevia, the Company's 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. Under the terms of the agreement, the Company received an initial non-refundable upfront payment of $2,548,689, inclusive of reimbursement of past product and development expenses of $1,048,689, which was recognized as revenue ratably over the estimated development period of one year resulting in revenue of $177,389 and $2,876,071 for the years ended December 31, 2018 and 2017, respectively.

On November 1, 2017, the Company received a letter from Elanco serving as formal notice of their decision to terminate the agreement by giving the Company 90 days written notice. According to the agreement, termination became effective on January 30, 2018.

On September 24, 2018, the Company entered into a Distribution, License and Supply Agreement ("License Agreement") with Knight Therapeutics, Inc. ("Knight"). The License Agreement has a term of 15 years (with automatic renewals) and provides Knight with an exclusive right to commercialize current and future Jaguar human health products (including Crofelemer, Lechlemer, and any product containing a proanthocyanidin or with an anti-secretory mechanism) in Canada and Israel. In addition, Knight was granted a right of first negotiation for expansion to Latin America. Under the License Agreement, Knight is responsible for applying for and obtaining necessary regulatory approvals in the territory of Canada and Israel, as well as marketing, sales and distribution of the licensed products. Knight will pay a transfer price for all licensed products, and upon achievement of certain regulatory and sales milestones, Jaguar may receive payments from Knight in an aggregate amount of up to approximately $18 million payable throughout the initial 15-year term of the agreement. There was no revenue related to these regulatory and sales milestones for the year ended 2018.

Stock-Based Compensation

The Company's 2013 Equity Incentive Plan and 2014 Stock Incentive Plan (see Note 9) provide 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.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Comprehensive Loss

Comprehensive loss is defined as changes in stockholders’ equity (deficit) exclusive of transactions with owners (such as capital contributions and distributions). For all periods presented, the comprehensive income (loss) was equal to the net income (loss); therefore, a separate statement of comprehensive income (loss) is not included in the accompanying consolidated financial statements.

Basic and Diluted Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the 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 years ended December 31, 2018 and 2017.

Recent Accounting Pronouncements

In November 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2018-18: Clarifying the Interaction between Topic 808 and Topic 606 (ASU 2018-18). The guidance clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when the collaborative arrangement participant is a customer for a promised good or service that is distinct within the collaborative arrangement. The guidance also precludes entities from presenting amounts related to transactions with a collaborative arrangement participant that is not a customer as revenue, unless those transactions are directly related to third-party sales. ASU 2018-18 is effective in the first quarter of 2020 and should be applied retrospectively to January 1, 2018, when we adopted ASC 606. Early adoption is permitted. The Company is evaluating the effect of adoption, but we do not expect a material effect on our revenue

In February 2016, the FASB isssued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize right-ofuse assets and lease liabilities for most leases on the balance sheet and to provide expanded disclosures about leasing arrangemcnts. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 with early adoption pcrmitted. The Company will adopt this guidance cffective January 1, 2019 using the optional transition method and will not restate comparative periods. The Company's is still evaluating the impact of the adoption of this standard.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Non employee Share-Based Payment Accounting, which aligned certain aspects of share-based payments accounting between employees and nonemployees. Specifically, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied and an entity considers the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. ASU 2018-07 is effective for the Company beginning in the first quarter of 2019. The new standard will not have a significant impact on the Company's financial statement or disclosures.

Business Combination

12 Months Ended

Dec. 31, 2018

Business Combination

Business Combination

3. Business Combination

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:


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.

Acquired intangible assets included Developed Technology (“DT”) related to 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 proprietary technology into a commercially viable product for the several follow-on indications related to formulations of crofelemer. Crofelemer is in development for rare disease indications for infants and children with congenital diarrheal disorders (CDD) and short bowel syndrome (SBS), and for irritable bowel syndrome (IBS). These indications have completed some studies of clinical testing for safety and/or proof of concept efficacy at the time of the merger and the projects were determined to have substance. IPR&D is not amortized during the development period and is tested for impairment at least annually, or more frequently if indicators of impairment are identified. The Company terminated development of the indication for C. difficile infection (CDI) in the quarter ended December 31, 2017. This indication was included as part of IPR&D at the time of the merger, and an impairment loss of $2,300,000 was recorded in fiscal year 2017 as a result of the decision to abandon the project in favor of the prioritization of the following: 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; as supportive care for post-surgical inflammatory bowel disease patients (IBD); and as a second-generation anti-secretory agent for use in cholera patients. These indications did not have substance at the time of the merger and were not recognized as an asset apart from Goodwill.

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 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 $3,554,250 during the year ended December 31, 2017. The acquisition related costs for the year ended December 31, 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.

In September 2018, the Company received a $1.2 million payment from Valeant, in a settlement agreement with Glenmark Pharmaceuticals, Valeant Pharmaceuticals Ireland, Limited, and Salix Pharmaceuticals, related to inventory that was in negotiations of title on July 31, 2017, the date of the merger with Napo. Accordingly, this was the settlement of a contingency acquired in the July 2017 Napo merger. The Company recorded the one-time settlement outside of operations as it was related to the July 2017 Napo merger. The $1.2 million gain on the Valeant settlement in fiscal year 2018 is recorded in the consolidated statements of operations.

Unaudited Proforma Information

The following table provides unaudited proforma results, prepared in accordance with ASC 805, for the year ended December 31, 2017, as if Napo had been acquired on January 1, 2016.


	For the year ended
	December 31,
	2017
Net sales	$	5,436,263
Net loss	$	(23,113,148)
Net income (loss) per share, basic and diluted	$	(0.53)

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 year ended December 31, 2017 and to exclude the acquisition related costs in the results for the year ended December 31, 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 Company made proforma adjustments to exclude the acquisition related costs for the years ended December 31, 2017 and 2016.

Unaudited pro forma amounts are not necessarily indicative of future results.

Fair Value Measurements

12 Months Ended

Dec. 31, 2018

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

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

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

The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis as of December 31, 2018 and 2017:


	December 31, 2018
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	220,376	$	220,376
Derivative liability		—		—		—		—
Conversion option liability		—		—		—		—
Total fair value	$	—	$	—	$	220,376	$	220,376


	December 31, 2017
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	103,860	$	103,860
Derivative liability		—		—		11,000		11,000
Conversion option liability		—		—		111,841		111,841
Total fair value	$	—	$	—	$	226,701	$	226,701

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


	For the year ended
	December 31, 2018
	Warrant		Derivative		Conversion Option
	Liability		Liability		Liability
Beginning value of Level 3 liability	$	103,860	$	11,000	$	111,841
Additions		611,286		—		—
Extinguishment		—		—		(286,595)
Change in fair value		(494,770)		(11,000)		174,754
Ending fair value of Level 3 liability	$	220,376	$	—	$	—

Warrant Liability

The warrants associated with the Level 3 warrant liability were the November 2016 Series A Warrants and the October 2018 Underwriter Warrants, which at December 31, 2018 were valued at $7,388 and $212,988, respectively in the Company’s consolidated balance sheet.

The Series A warrant valuation of $103,860 at December 31, 2017 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.14, a strike price of $11.25 per share, an expected term of 4.41 years, volatility of 96.36% and a risk-free discount rate of 2.14%. The Series A warrant valuation of $7,388 at December 31, 2018 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.23, a strike price of $11.25 per share, an expected term of 3.41 years, volatility of 135.63% and a risk-free discount rate of 2.46%. The net change in the fair value of the warrants of $96,472 for the year-ended December 31, 2018 is recorded in the change in fair value of warrants, derivative liability and conversion option liability in the consolidated statements of operations

The October 2018 Underwriter Warrants valuation of $611,286 issued in October 2018 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.59, a strike price of $0.75 per share, an expected term of 5.0 years, volatility of 137.87% and a risk-free discount rate of 2.51%. The October 2018 Underwriter Warrants valuation of $212,988 at December 31, 2018 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.23, a strike price of $0.75 per share, an expected term of 4.76 years, volatility of 135.63% and a risk-free discount rate of 2.51%. The net change in the fair value of the warrants of $398,298 for the year-ended December 31, 2018 is recorded in the change in fair value of warrants, derivative liability and conversion option liability in the consolidated statements of operations

Derivative Liability

The derivative liability associated with the Level 3 liability was associated with the June 2017 issuance of a convertible note payable (see Note 8). The Company computed fair values at the date of issuance of $15,000 and $5,000 for the repayment and the interest rate increase feature, respectively, using the Binomial Lattice Model, which was based on the generalized binomial option pricing formula. The derivatives were revalued again at September 30, 2018 using the same Model resulting in a combined minimal fair value. The resulting $11,000 gain for the year-ended December 31, 2018 is recorded in the change in fair value of warrants, derivative liability and conversion option liability in the consolidated statements of operations

Conversion Option Liability

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 Company assumed the notes at fair value of $1,312,500 as part of the Napo Merger. In December 2017, Napo amended the exchangeable note purchase agreement to extend the maturity of the first tranche and second tranche of notes to February 15, 2018 and April 1, 2018, respectively, increase the principal amount by 12%, and reduce the conversion price from $0.56 per share to $0.20 per share. The Company also issued 166,139 shares of common stock to the lenders in connection with this amendment to partially redeem $299,050 from the first tranche of the notes. The optional conversion option in the notes was bifurcated and accounted as a derivative liability at its fair value of $111,841 using the Black-Scholes-Merton model and the following criteria: stock price of $0.14 per share, conversion prices of $0.20 per share, expected life of 0.13 to 0.25 years, volatility of 86.29% to 160.78%, risk free rate of 1.28% to 1.39% and dividend rate of 0%. The $111,841 was included in conversion option liability on the balance sheet and in loss on extinguishment of debt on the statements of operations. The fair value of the conversion option liability was again revalued at March 23, 2018 using the Black-Scholes-Merton model using the following criteria: stock price of $0.21 per share, expected life of 0.11 years, volatility of 288.16%, risk free rate of 1.69% and dividend rate of 0%, resulting in an increase of $174,754 to the fair value of the conversion option liability. The underlying debt was paid off in March of 2018 and the $286,595 conversion option liability was written off to other income, net in the statements of operations.

- Definition

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

+ References + Details

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2018
Related Party Transactions
Related Party Transactions	5. Related Party Transactions Management Services Agreement In March 2018, concurrent with the issuance of the Company’s Series A convertible participating preferred stock to Sagard Capital Partners, the Company entered into a Management Services Agreement with Sagard Capital Partners. Under the agreement, Sagard Partners will provide consulting and management advisory service to the Company from March 2018 through March 2021. These services include assistance with strategic planning regarding the Company’s commercial strategy, research and due diligence regarding human resource activities, and strategic advice in financial matters. In consideration for such services, the Company will pay Sagard Capital Partners an annual fee of $450,000, with total fees over the term of the agreement not to exceed $1,350,000. Letter of Credit To satisfy the letter of credit requirement in the Company’s new office lease agreement, Pacific Capital Management, LLC, one of the Company’s existing shareholders, caused its financial institution to issue a letter of credit in the amount of $475,000 on behalf of the Company, dated August 28, 2018. In consideration of the letter of credit, in August 2018 the Company issued to Capital Management, LLC a warrant to purchase 670,586 shares of the Company’s voting common stock. The warrant is exercisable on or after March 28, 2019 at an exercise price of $0.70 per common share and has a five year term. The $493,688 fair value of the Warrant was classified in the statement of stockholders equity (see Note 7). Corporate Officers’ Family Members On September 11, 2018, the Company issued a Convertible Promissory Note to Dr. A. Conte, who is the brother of the CEO, Lisa Conte, for cash proceeds of $100,000, representing a principal amount of $111,250 less a discount of $11,250. These terms were substantially the same as those negotiated with a third party. In October 2018 the Company paid off the entire note. As an inducement to enter into the respective Note Purchase Agreement, Dr. Conte received a five- year Warrant to purchase 33,918 shares of Common Stock (Investor Warrant). The exercise price for the Investor Warrant is $1.23 per share. The transaction was filed in a Form 8-K with the SEC on September 12, 2018.

Balance Sheet Components

12 Months Ended

Dec. 31, 2018

Balance Sheet Components

Balance Sheet Components

6. Balance Sheet Components

Land, Property and Equipment

Land, property and equipment at December 31, 2018 and 2017 consisted of the following:


	December 31,		December 31,
	2018		2017
Land	$	396,247	$	396,247
Lab equipment		410,522		811,087
Clinical equipment		64,870		64,870
Software		62,637		62,637
Total property and equipment at cost		934,276		1,334,841
Accumulated depreciation		(173,659)		(112,773)
Property and equipment, net	$	760,617	$	1,222,068

During fiscal year 2018, certain lab equipment in the amount of $407,092 was reclassified to other assets to more properly reflect the asset purpose. Depreciation and amortization expense was $60,886 and $60,124 in the years ended December 31, 2018 and 2017, respectively.

Goodwill

The change in the carrying amount of goodwill for the year ended December 31, 2018 and 2017 was as follows:


	December 31,		December 31,
	2018		2017
Beginning balance	$	5,210,821	$	—
Goodwill acquired in conjunction with the Napo merger		—		22,037,821
Impairment		(5,210,821)		(16,827,000)
Ending balance	$	—	$	5,210,821

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Concurrent with the Napo Merger in July 2017, the Company recorded goodwill of $22.0 million, which was allocated to the Human Health segment. The Company believes this goodwill consists principally of expected synergies to be realized by combining capabilities, technology, and data. In accordance with ASC 350, goodwill will not be amortized but will be tested for impairment at least annually. Goodwill created as a result of the acquisition is not deductible for tax purposes. At December 31, 2017, the Company determined that goodwill was impaired and recorded an impairment loss of $16.8 million in the consolidated statement of operations. At December 31, 2018 the Company determined that the entire remaining balance of goodwill was impaired and recorded an impairment loss of $5.2 million in the consolidated statement of operations.

Intangible assets, net

Intangible assets, net of amortization at December 31, 2018 and 2017 consist of the following:


	December 31,		December 31,
	2018		2017
Developed technology	$	25,000,000	$	25,000,000
Accumulated developed technology amortization		(2,361,111)		(694,445)
Developed technology, net		22,638,889		24,305,555
In process research and development		8,800,000		11,100,000
Impairment		—		(2,300,000)
In process research and development, net		8,800,000		8,800,000
Trademarks		300,000		300,000
Accumulated trademark amortization		(28,333)		(8,333)
Trademarks, net		271,667		291,667
Total intangible assets, net	$	31,710,556	$	33,397,222

At December 31, 2017, the Company determined that In process research and development was impaired and recorded an impairment loss of $2.3 million in the consolidated statement of operations. At December 31, 2018, the Company determined that none of its intangible assets were impaired.

Amortizable intangible assets include Developed technology and Trademarks. Intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives of fifteen years. Amortization expense of finite-lived intangibles was $1,686,657 and $702,778 for the years ended December 31, 2018 and 2017, respectively.

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2018:


		Amounts
2019		$ 1,686,667
2020		$ 1,686,667
2021		$ 1,686,667
2022		$ 1,686,667
2023		$ 1,686,667
Thereafter		14,477,222
		$ 22,910,557

Accrued Liabilities

Accrued liabilities at December 31, 2018 and 2017 consist of the following:


	December 31,		December 31,
	2018		2017
Accrued vacation	$	287,326	$	264,304
Accrued payroll		300,040		150
Accrued payroll tax		57,306		30,617
Accrued interest		917,482		659,961
Accrued consulting		660,370		1,785
Accrued research and development costs		106,607		668,850
Accrued legal costs		439,682		—
Accrued audit and tax services		96,150		40,000
Deferred rent		—		4,584
Accrued other		2,074,478		533,882
Total	$	4,939,441	$	2,204,133

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies

Commitments and Contingencies

7. Commitments and Contingencies

Beginning in July 2015, the Company leased its San Francisco, California headquarters under a non-cancellable sub-lease agreement that expired on August 31, 2018.

On August 28, 2018, the Company entered into an office lease extension agreement for its office space in San Francisco, CA. The term of the Lease began on September 1, 2018 and will expire on September 30, 2020, unless earlier terminated in accordance therewith. The monthly base rent under the Lease is as follows: $38,392 for the first twelve months, $39,544 for the subsequent twelve months, and $40,730 for the final month. The Company will also pay an additional monthly amount for the Company’s proportionate share of the building’s operating charges. An existing shareholder provided a standby letter of credit in the amount of $475,000 to the Lessor as collateral for the full performance by the Company of all of its obligations under the Lease. In consideration of the Letter of Credit, the Company issued the existing shareholder a five-year warrant to purchase 670,586 shares of the Company’s voting common stock (see Note 8). The Warrant is exercisable on or after March 28, 2019 at an exercise price of $0.70 per share. The fair value of the warrant was determined to be $493,689 using the Black-Scholes-Merton model with the following criteria: stock price of $0.84 per share, expected life of 5 years, volatility of 132%, risk-free rate of 2.77% and dividend rate of 0%. The $493,688 fair value of the Warrant was classified in the statement of stockholders equity with an offset to deferred rent. Each month, $19,748 of this deferred rent will be recognized as non-cash rent expense.

Future minimum noncancelable lease payments under operating leases as of December 31, 2018 are as follows:


Years ending December 31,		Facilities
2019		465,310
2020	$	357,079
Total minimum lease payments	$	822,389

The Company recognizes rent expense on a straight-line basis over the noncancelable lease period. Rent expense was $475,305 and $361,114 for the years ended December 31, 2018 and 2017, respectively. Rent expense is included in general and administrative expense in the consolidated statements of operations.

Asset transfer and transition commitment

On September 25, 2017, Napo entered into the Termination, Asset Transfer and Transition Agreement dated September 22, 2017 with Glenmark Pharmaceuticals Ltd. (“Glenmark”). As a result of the agreement, Napo now holds extensive global rights for Mytesi, and also holds commercial rights to the existing regulatory approvals for crofelemer in Brazil, Ecuador, Zimbabwe and Botswana. In exchange, Napo is obligated to pay Glenmark 25% of any payment it receives from a third party to whom Napo grants a license or sublicense or with whom Napo partners in respect of, or sells or otherwise transfers any of the transferred assets, subject to certain exclusions, until Glenmark has received a total of $7 million. As of December 31, 2018, Napo has made no payments to Glenmark under the agreement.

Revenue sharing commitment

On December 14, 2017, the Company announced its entry into a collaboration agreement with Seed Mena Businessmen Services LLC (“SEED”) for Equilevia, the Company’s non-prescription, personalized, premium product for total gut health in equine athletes. According to the terms of the Agreement, the Company will pay SEED 15% of total revenue generated from any clients or partners introduced to the Company by SEED in the form of fees, commissions, payments or revenue received by the Company or its business associates or partners, and the agreed-upon revenue percentage increases to 20% after the first million dollars of revenue. In return, SEED will provide the Company access to its existing UAE network and contacts and assist the Company with any legal or financial requirements. The agreement became effective on December 13, 2017 and will continue indefinitely until terminated by either party pursuant to the terms of the Agreement. Upon termination for any reason, the Company remains obligated to make Revenue Sharing Payments to SEED until the end of 2018. As of December 31, 2018, the Company has made no payments to SEED under the agreement and the agreement is still in place.

Purchase Commitment

As of December 31, 2018, the Company had issued non-cancellable purchase orders to a vendor for $1.5 million.

Legal Proceedings

March 2018 Demand Letter relating to 2018 Special Meeting of Stockholders

While not a legal proceeding, on March 27, 2018, we received a demand letter from a law firm representing a purported stockholder, relating to certain approvals obtained at a special meeting of stockholders on March 12, 2018 (the “2018 Special Meeting”). The demand letter alleges that we miscalculated the votes with respect to (i) the proposal to amend our Third Amended and Restated Certificate of Incorporation as filed with Secretary of State of the State of Delaware on March 15, 2018 (the “COI”), which increased the authorized shares of Common Stock from 250,000,000 to 500,000,000 (the “Share Increase Proposal”) and (ii) the proposal to amend the COI to effect a reverse stock split at a ratio of not less than 1‑for‑1.2 and not greater than 1‑for‑10 (the “Former Reverse Stock Split Proposal”).We did not implement the Former Reverse Stock Split Proposal. In addition, at the 2018 annual meeting of stockholders held on May 18, 2018, stockholders approved amendments to the COI to (i) effect a reverse stock split at a ratio of not less than 1‑for‑11 and not greater than 1‑for‑15 and (ii) decrease the number of authorized shares of Common Stock to 150,000,000.

On September 5, 2018, we responded to the law firm, indicating that the Board unanimously rejected the demands set forth in the demand letter (the “Demand Letter Claims”). While no proceedings with respect to the demand letter were ever initiated, we believe that the allegations set forth in the demand letter were without merit and we would have vigorously defended against any such proceeding. The Demand Letter Claims were settled with a release of all such claims in March 2019 without any material financial settlement costs incurred by us.

July 2017 Complaint Relating to the Merger

On July 20, 2017, a putative class action complaint was filed in the United States District Court, Northern District of California, Civil Action No. 3:17‑cv‑04102, by Tony Plant (the “Plaintiff”) on behalf of shareholders of the Company who held shares on September 30, 2017 and were entitled to vote at the 2017 Special Shareholders Meeting, against the Company and certain individuals who were directors as of the date of the vote (collectively, the “Defendants”), in a matter captioned Tony Plant v. Jaguar Animal Health, Inc., et al., making claims arising under Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a‑9, 17 C.F.R. § 240.14a‑9, promulgated thereunder by the SEC. The claims alleged false and misleading information provided to investors in the Joint Proxy Statement/Prospectus on Form S‑4 (File No. 333‑217364) declared effective by the SEC on July 6, 2017 related to the solicitation of votes from shareholders to approve the merger and certain transactions related thereto. We accepted service of the complaint and summons on behalf of itself and the United States‑based director Defendants on November 1, 2017. We have not accepted service on behalf of, and Plaintiff has not yet served, the non‑U.S.‑based director Defendants.

On October 3, 2017, Plaintiff filed a motion seeking appointment as lead plaintiff and appointment of Monteverde & Associates PC as lead counsel. That motion was granted. Plaintiff filed an amended complaint against the Company and the United States‑based director Defendants on January 10, 2018. The Defendants filed a motion to dismiss on March 12, 2018, for which oral arguments were held on June 14, 2018. The court dismissed the complaint on September 20, 2018. Plaintiff was entitled to amend the complaint within 20 days from the date of dismissal. On October 10, 2018, Plaintiff amended the complaint to focus on our commercial strategy in support of Equilevia and the related disclosure statements in the Form S‑4 described above. On November 6, 2018, the Defendants moved to dismiss the second amended complaint. The Defendants argue in their motion that the complaint fails to state a claim upon which relief can be granted because the omissions and misrepresentations alleged in the complaint are immaterial as a matter of law. The court has elected to rule on Defendants’ motion to dismiss without holding oral arguments. If the Plaintiff were able to prove its allegations in this matter and to establish the damages it asserts, then an adverse ruling could have a material impact on us. We believe that it is not probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of any potential loss is not reasonably estimable.

Other than as described above, there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition or cash flows.

Contingencies

From time to time, the Company may be involved in legal proceedings (other than those noted above) arising in the ordinary course of business. The Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on the financial position, results of operations or cash flows.

Debt and Warrants

12 Months Ended

Dec. 31, 2018

Debt and Warrants

Debt and Warrants

8. Debt and Warrants

Convertible Debt and Warrants

Convertible debt at December 31, 2018 and December 31, 2017 consist of the following:


	December 31,		December 31,
	2018		2017
February 2015 convertible debt		—		150,000
June 2017 convertible debt		740,882		1,613,089
Napo convertible debt		10,553,888		12,153,389
	$	11,294,770	$	13,916,478
Less: unamortized debt discount and debt issuance costs		(55,600)		(261,826)
Net convertible debt obligation	$	11,239,170	$	13,654,652
Convertible debt - non-current, net of discount		—		10,982,437
Convertible debt - current, net of discount	$	11,239,170	$	2,672,215

Interest expense on the convertible debt was $934,214 and $634,276 for the years ended December 31, 2018 and 2017.

February 2015 Convertible Debt

In February 2015, the Company issued a convertible promissory note to an accredited investor in the aggregate principle amount of $150,000. This note was issued pursuant to the convertible note purchase agreement dated December 23, 2014. In March of 2018, the debtor agreed to accept 135,605 shares of the Company’s common stock as payment for all outstanding principal and interest in the amount of $203,408.

June 2017 Convertible Debt

On June 29, 2017, the Company issued a secured convertible promissory note to Chicago Venture Partners, L.P.(“CVP”) 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.

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 the date of issuance of $15,000 and $5,000 for the repayment and the interest rate increase feature, respectively, using the Binomial Lattice Model, which was based on the generalized binomial option pricing formula. The $20,000 combined fair value was carved out and is included as a derivative liability on the Balance Sheet. The derivatives were revalued at December 31, 2017 using the same Model resulting in a combined fair value of $11,000. The derivatives were revalued again at September 30, 2018 using the same Model resulting in a de minimus fair value. The resulting $11,000 gain is included in other income and expense in the Company's consolidated statements of operations.

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

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the June 2017 Note agreement such that CVP agreed not to make any redemptions of the Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,403 for all four CVP Notes. The standstill fee allocated to the June 2017 Note was $63,296, of which $37,296 increased the principle balance and $26,000 was paid in cash. These restructurings in whole represented four separate restructurings of the June 2017 Convertible Note agreement, resulting in two troubled debt restructurings accounted for under ASC 470-60 and two modifications accounted for under ASC 470-50. For the two modifications resulting in troubled debt restructurings, the changes were accounted for prospectively and a new effective interest rate was determined that equated the present value of the future cash payments specified by the new terms with the carrying amount of the Note. For the two modifications that resulted in modification accounting, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the Note.

The balance of the June 2017 convertible debt as of December 31, 2018 of $685,282 consists of the $740,882 face value of the note less note discounts of $55,600, and is included in convertible debt in the current liabilities section of the consolidated balance sheet.

September 2018 L2 Promissory Note and Warrants

On September 11, 2018 the Company entered into a Note Purchase Agreement with L2 Capital, pursuant to which the Company issued to L2 Capital a contingently convertible promissory note in the aggregate principal amount of $455,000. Net cash proceeds were $400,000, or $455,000 of principal net a discount of $55,000. The Notes bear interest at the rate of 8% per annum and mature on March 11, 2019. On October 10, 2018, the Company paid off the entire $455,000 principle balance of the Note, including the guaranteed interest and an early-redemption premium, resulting in an extinguishment loss of $190,441.

Concurrent to entering into the Note Purchase Agreement, the Company issued to L2 Capital 75,000 shares of common stock and a 5-year warrant to purchase 185,417 shares of common stock. The 75,000 shares of common stock had a fair value of $48,000. The warrants had a fair value of $100,330 as estimated using the Black Scholes option pricing model. The assumptions used in the Black Scholes model included a common stock trading price of $0.64, an exercise price of $0.90 per share, a term of five years, a discount rate of 2.9% and volatility of 132%. The warrants were recorded in additional paid-in-capital and treated as a discount to the note balance.

September 2018 Conte Promissory Note and Warrants

On September 11, 2018 the Company entered into a Note Purchase Agreement with an accredited investor pursuant to which the Company issued to the accredited investor a convertible promissory note in the aggregate principal amount of $111,250. Net cash proceeds received were $100,000, or $111,250 of principal less a discount of $11,250. The Notes bear interest at the rate of 8% per annum and matures on March 11, 2019. On October 10, 2018, the Company paid off the entire $111,250 principle balance of the Note, including the guaranteed interest and an early - redemption premium, resulting in an extinguishment loss of $27,883.

Concurrent to entering into the Note Purchase Agreement, the Company provided to the accredited investor a five-year warrant to purchase 33,918 shares of common stock, for a fair value of $17,819. The estimated value of the warrants was determined by using the Black Scholes option pricing model. The assumptions used included a common stock trading price of $0.64, an exercise price of $1.23 per share, a term of five years, a discount rate of 2.9% and volatility of 132%. The warrants were recorded in additional paid-in-capital and treated as a discount to the note balance.

Napo convertible debt

March 2017 Convertible Debt

In March 2017, Napo entered into an exchangeable Note Purchase Agreement with two lenders for the funding of face amount of $1,312,500 in two $525,000 tranches of face amount $656,250. The notes bear interest at 3% and mature on December 1, 2017. The Company assumed the notes at fair value of $1,312,500 as part of the Napo Merger.

First Amendment to Note Purchase Agreement and Notes

In December 2017, Napo amended the exchangeable note purchase agreement to extend the maturity of the first tranche and second tranche of notes to February 15, 2018 and April 1, 2018, respectively, increase the principal amount by 12%, and reduce the conversion price from $0.56 per share to $0.20 per share. The Company also issued 166,139 shares of common stock to the lenders in connection with this amendment to partially redeem $299,050 from the first tranche of the notes. The amended face value of the notes was $1,170,950. This amendment resulted in the Company treating the notes as having been extinguished and replaced with new notes for accounting purposes due to meeting the 10% cash flow test. The conversion option in the notes was bifurcated and accounted for as a conversion option liability at its fair value as further disclosed in Note 4.

Second Amendment to Note Purchase Agreement and Notes

On February 16, 2018, Napo amended the exchangeable note purchase agreement to extend the maturity date of the Second Tranche Notes from April 1, 2018 to May 1, 2018. In addition, the Company also issued 252,230 shares of Common Stock to the Purchasers as repayment of the remaining $435,950 aggregate principal amount and $18,063 in accrued and unpaid interest thereon. On March 23, 2018, the Company paid off the remaining $735,000 of principal and $20,699 in interest due on the second tranche debt in cash with proceeds from the March 23, 2018 equity financing. The fair value of the conversion option liability was again revalued at March 23, 2018 using the Black-Scholes-Merton model using the following criteria: stock price of $0.21 per share, expected life of 0.11 years, volatility of 288.16%, risk free rate of 1.69% and dividend rate of 0%, resulting in an increase of $174,754 to the fair value of the conversion option liability and included in the change in fair value of warrants and conversion option liability in the statements of operations. The underlying debt was paid off in March of 2018 and the $286,595 conversion option liability was written off to other income in the statements of operations.

December 2016 Convertible Debt

In December 2016, Napo entered into a note purchase agreement which provided for the sale of up to $12,500,000 face amount of notes and issued convertible promissory notes (the Napo December 2016 Notes) in the aggregate face amount of $2,500,000 to three lenders and received proceeds of $2,000,000 which resulted in $500,000 of original issue discount. In July 2017, Napo issued convertible promissory notes (the Napo July 2017 Notes) in the aggregate face amount of $7,500,000 to four lenders and received proceeds of $6,000,000 which resulted in $1,500,000 of original issue discount. The Napo December 2016 Notes and the Napo July 2017 Notes mature on December 30, 2019 and bear interest at 10% with interest due each six-month period after December 30, 2016. On June 30, 2017, the accrued interest of $125,338 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. The $1,035,661 difference between the fair value of the notes and the principal balance is being amortized over the twenty-nine (29) month period from July 31, 2017 to December 31, 2019 or $178,562 and is recorded as a contra interest expense in the consolidated statements of operations. Interest expense is paid every nine months through the issuance of common stock. On March 16, 2018, $534,775 of interest accrued through January 31, 2018 and $169,950 of certain legal expenses were paid through the issuance of 285,694 shares of the Company's common stock. In August 2018, the Company paid $479,808 of accrued interest through July 31, 2018 with the issuance of 320,743 shares of the Company’s common stock. At December 31, 2018 and December 31, 2017, the unamortized balance of the convertible note payable was $10,553,888 and $10,982,438, respectively.

Notes Payable

Notes Payable at December 31, 2018 and December 31, 2017 consist of the following:


	December 31,		December 31,
	2018		2017
December 2017 note payable	$	1,673,237	$	1,587,500
February 2018 note payable		2,359,750		—
March 2018 note payable		1,147,870		—
	$	5,180,857	$	1,587,500
Less: unamortized net discount and debt issuance costs		(335,282)		(446,347)
Net convertible notes payable obligation	$	4,845,575	$	1,141,153

Interest expense on the Notes Payable was $1,531,451 and $49,287 for the years ended December 31, 2018 and 2017.

December 2017 Note

On December 8, 2017, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an existing creditor pursuant to which the Company issued a promissory note (the “Note”) in the aggregate principal amount of $1,587,500 for an aggregate purchase price of $1,100,000. The Note carries an original issue discount of $462,500, and the initial principal balance also includes $25,000 to cover CVP’s transaction expenses. The Company will use the proceeds for general corporate purposes. The Note bears interest at the rate of 8% per annum and matures on August 26, 2019. The balance of the note payable as of December 31, 2018 of $1,548,829 consists of the $1,673,237 face value of the note less note discounts of $124,408, and is included in notes payable in the current liabilities section of the consolidated balance sheet.

On August 2, 2018, the Company and CVP amended the December 2017 Note agreement, extending the maturity date from September 8, 2018 to August 26, 2019, and limiting the aggregate amount that CVP is permitted to redeem on a monthly basis to $500,000, which amount is the maximum aggregate amount for the Notes collectively. This amendment resulted in the Company accounting for the transaction as a troubled debt restructuring, under which the carrying amount of the note payable remained unchanged but interest expense is computed using a new effective rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the note. The principal balance of the note is included in notes payable in the current liabilities section of the balance sheet.

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the December 2017 Note agreement such that CVP agreed not to make any redemptions of the Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,403 for all four CVP Notes. The standstill fee allocated to the December 2017 Note was $141,737, of which $85,737 increased the principle balance and $56,000 was paid in cash. These modifications in whole represented four separate restructurings of the December 2017 Note agreement, resulting in two troubled debt restructurings accounted for under ASC 470-60 and two modifications accounted for under ASC 470-50. For the two restructurings resulting in troubled debt restructurings, the changes were accounted for prospectively and a new effective interest rate was determined that equated the present value of the future cash payments specified by the new terms with the carrying amount of the Note. For the two modifications that resulted in modification accounting, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the Note.

February 2018 Note

On February 26, 2018, the Company entered into a securities purchase agreement with CVP, pursuant to which the Company issued to CVP a promissory note in the aggregate principal amount of $2,240,909 for an aggregate purchase price of $1,560,000. The Note carries an original issue discount of $655,909, and the initial principal balance also includes $25,000 to cover CVP's transaction expenses. The Company will use the proceeds for general corporate purposes and working capital. The Note bears interest at the rate of 8% per annum and matures on August 26, 2019. The balance of the note payable as of December 31, 2018 of $2,290,865 consists of the $2,359,750 face value of the note less note discounts of $68,885, and is included in notes payable in the current liabilities section of the consolidated balance sheet.

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the February 2018 Note agreement such that CVP agreed not to make any redemptions of the Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,403 for all four CVP Notes. The standstill fee allocated to the February 2018 Note was $198,841, of which $118,841 increased the principle balance and $80,000 was paid in cash. These modifications in whole represented four separate restructurings of the February 2018 Note agreement, resulting in a debt extinguishment accounted for under ASC 470-50, two troubled debt restructurings accounted for under ASC 470-60 and a debt modification accounted for under ASC 470-50. For the debt extinguishment, the Company recorded an extinguishment loss of $102,296. For the two troubled debt restructurings, the changes were accounted for prospectively and a new effective interest rate was determined that equated the present value of the future cash payments specified by the new terms with the carrying amount of the Note. For the modification that resulted in modification accounting, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the Note.

March 2018 Note

On March 21, 2018, the Company entered into a securities purchase agreement with CVP, pursuant to which the Company issued to CVP a promissory note in the aggregate principal amount of $1,090,341 for an aggregate purchase price of $750,000. The Note carries an original issue discount of $315,341, and the initial principal balance also includes $25,000 to cover CVP's transaction expenses. The Company will use the proceeds to fully repay certain prior secured and unsecured indebtedness. The Note bears interest at the rate of 8% per annum and matures on September 21, 2019. The balance of the note payable as of December 31, 2018 of $1,005,800 consists of the $1,147,870 face value of the note less note discounts of $141,990, and is included in notes payable in the current liabilities section of the consolidated balance sheet.

Between October 2018 and December 2018, the Company and CVP renegotiated the terms of the March 2018 Note agreement such that CVP agreed not to make any redemptions of the Note until March 2019. In consideration of this standstill arrangement, the Company paid CVP a total standstill fee of $499,403 for all four CVP Notes. The standstill fee allocated to the March 2018 Note was $95,529, of which $57,529 increased the principle balance and $38,000 was paid in cash. These modifications in whole represented four separate restructurings of the March 2018 Note agreement, resulting in a debt extinguishment accounted for under ASC 470-50, two troubled debt restructurings accounted for under ASC 470-60, and a debt modification accounted for under ASC 470-50. For the debt extinguishment, the Company recorded an extinguishment loss of $223,824. For the two troubled debt restructurings, the changes were accounted for prospectively and a new effective interest rate was determined that equated the present value of the future cash payments specified by the new terms with the carrying amount of the Note. For the modification that resulted in modification accounting, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the Note.

CVP Notes – Correction of an Error

In September 30, 2018, it was discovered that an error was made in the accounting for the restructuring of notes payable with CVP that dated back to the three months ended March 31, 2018. The Company improperly did not account for the transaction as a debt extinguishment. This error led to the understatement of other expense by approximately $798,000 for the three months ended March 31, 2018 and the understatement of short-term notes payable by $798,000 as of March 31, 2018. This error also led to the overstatement of other expense by approximately $322,000 for the three months ended June 30, 2018 and the understatement of short term notes payable by approximately $476,000 as of June 30, 2018. The Company did not deem this error to be material to its consolidated financial statements for the first and second quarter of 2018 and corrected the error via an out of period adjustment recorded to other expense and short term notes payable in the three months ended September 30, 2018.

Long-term Debt

As of December 31, 2018 and 2017, the net long-term debt obligation was as follows:


	December 31,		December 31,
	2018		2017
Debt and unpaid accrued end-of-term payment	$	—	$	1,636,639
Unamortized note discount		—		(6,615)
Unamortized debt issuance costs		—		(20,780)
Net debt obligation	$	—	$	1,609,244

Current portion of long-term debt	$	—	$	1,609,244
Long-term debt, net of discount		—		—
Total	$	—	$	1,609,244

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 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 $600,000 on August 1, 2018 (as modified in the third amendment to the Loan Agreement). 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.

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.

On March 23, 2018, the Company paid off the remaining $689,345 of principal, $4,471 of interest, and the end-of-term payment of $600,000 in cash with proceeds from the March 23, 2018 equity financing.

Interest expense on the long-term debt was $99,300 and $526,069 for the years ended December 31, 2018 and 2017.

Warrants

A summary of common stock warrants outstanding, including associated activity, for the years ended December 31, 2018 and 2017 is as follows:


	Year ended December 31,
	2018	2017
Warrants outstanding, beginning balance	321,314	397,904
Issuances	2,166,588	106,376
Exercises	—	(60,553)
Expirations and cancellations	(60,249)	(122,413)
Warrants outstanding, end of period	2,427,653	321,314

November 2016 Series A Warrants

In November 2016, the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company issued an aggregate of 111,111 shares of the Company’s common stock. The investors also received warrants to purchase up to an aggregate of 111,111 shares of the Company’s common stock, at an exercise price of $11.25 per share, or the Series A Warrants, and the Placement Agent received warrants to purchase 8,889 shares of our common stock in lieu of cash for service fees with the same terms as the investors. The Series A warrants and placement agent warrants warrants were initially valued using the Black-Scholes-Merton warrant pricing model using the following assumptions: 111,111 warrant shares with a strike price of $11.25 per share and an expiration date of May 29, 2022; and 8,889 warrant shares to the placement agent with a strike price of $11.25 and an expiration date of May 29, 2022; the expected life is 5.5 years, the volatility was 71.92% and the risk free rate was 1.87%. The issuance date fair value of these warrants was $756,001and they were classified as a warrant liability in the Company’s balance sheet. As of December 31, 2018 and 2017, the warrant liability was valued at $7,388 and $103,860 respectively. The change of $96,472 was recorded as a gain in the Company’s statements of operations.

November 2016 Series B and C Warrants

In November 2016,as part of the same financing transaction in which the Series A warrants were issued, the Company also issued the Series B and Series C warrants to purchase 111,111 and 111,111 shares of the Company’s common stock, respectively. The series B and C warrants were classified as equity, and as such were not subject to subsequent revaluation. All of the Series B warrants expired unexercised in November 2017, while all unexercised Series C warrants expired in May 2018.

July 2017 Napo Warrants

In July 2017, the Company granted warrants to purchase 81,649 shares of common stock of the Company at an exercise price of $1.20 per share to replace Napo warrants upon the consummation of the July 2017 Merger. Of the 81,649 warrants, 9,696 warrants expire on December 31, 2018 and 71,953 warrants expire on December 31, 2025. The warrants were valued at $630,859, using the Black-Scholes option 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 classified in equity.

August 2018 Financing Warrants

In August 2018, in consideration of services provided, the Company issiued a warrant to purchase 30,000 shares of common stock which were exercisable only in the event that the Company raised new financing of at leat $3 million, and expired five years from the date of issuance. The warrants were valued at $17,582 using the Black-Scholes option pricing model as follows: exercise price of $1.06 per share, stock price of $1.06 per share, expected life of five years, volatility of 126%, and a risk-free rate of 3.83%. The warrants were classified in stockholders’ equity. In October 2018, in a public offering, the Company met the $3 million new financing threshold and the warrants became exercisable.

August 2018 License Transaction Warrants

In August 2018, in consideration of services provided, the Company issiued a warrant the exercise of which was contingent upon either (i) the Company consummating a Licensing Transaction within six months of August 2018, the occurrence of which would result in the warrant becoming immediately exercisable for 66,667 shares of common stock, or (ii) the Company consummating a Licensing Transaction after six months and within twelve months of August 2018, the occurrence of which would result in the warrant becoming immediately exercisable for 33,333 shares common stock. The warrant was valued at $6,312 using the Black-Scholes option pricing model as follows: exercise price of $1.06 per share, stock price of $1.06 per share, expected life of five years, volatility of 126%, and a risk-free rate of 3.83%. The warrants were classified in stockholders’ equity.

October2018 Underwriter Warrants

In October 2018, in consideration of services provided leading up to the Company’s October 2018 public offering, the Company issued warrants to various service providers to purchase an aggregate of 1,200,000 shares of common stock at an exercise price of $0.75 per common share. The warrants were valued at $611,286 using the Black-Scholes option pricing model as follows: exercise price of $0.75 per share, stock price of $0.59 per share, expected life of five years, volatility of 138%, and a risk-free rate of 2.51%. The warrants were classified as liabilities pursuant to ASC 815-40 as there was potential cash settlement. As of December 31, 2018, the warrant liability was valued at $212,988. The change of $398,298 was recorded as a gain in the Company’s statements of operations.

Convertible Preferred Stock	12 Months Ended
Convertible Preferred Stock	Dec. 31, 2018
Convertible Preferred Stock
Convertible Preferred Stock	9. Convertible Preferred Stock In March 2018, the Company entered into a stock purchase agreement with Sagard Capital Partners, L.P. pursuant to which the Company, in a private placement, agreed to issue and sell to Sagard 5,524,926 shares of the Company's series A convertible participating preferred stock, $0.0001 par value per share, for an aggregate purchase price of $9,000,002. Each share of preferred stock is initially convertible into nine shares of common stock at the option of the holder at an effective conversion price of $0.185 per share (based on an original price per Preferred Share of $1.665), provided that, at any time prior to the time the Company obtains stockholder approval, as required pursuant to Nasdaq Rule 5635(b) any conversion of Preferred Stock by a holder into shares of the Common Stock would be prohibited if, as a result of such conversion, the holder, together with such holder's attribution parties, would beneficially own more than 19.99% of the total number of shares of the Common Stock issued and outstanding after giving effect to such conversion. Subject to certain limited exceptions, the shares of Preferred Stock cannot be offered, pledged or sold by Sagard for one year from the date of issuance. The conversion price is subject to certain adjustments in the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization. Holders of the Series A shares are entitled to participate equally and ratably with the holders of common stock shares in all dividends paid and distributions made to the holders of the common stock as if, immediately prior to each record date of the common stock, the shares of Series A then outstanding were converted into shares of common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of Series A shares then outstanding shall be entitled to be paid in cash out of the assets of the Company before any payment shall be made to the holders of common stock or shares of any series or class of preferred or other capital stock then outstanding that by its terms is junior to the Series A in respect of the preferences as to distributions and payments upon such liquidation event by reason of their ownership, an amount per share of Series A equal to one times the Series A original issue price. The redemption and liquidation value of the series A preferred stock is $12,738,822 and $9,199,002, respectively. If a Redemption Event occurs as of the Measurement Date (the later of April 30, 2021 and the date on which the Company files its Form 10‑Q for the three months ending March 31, 2021, but in no event later than September 30, 2021), the holders of at least a majority of the shares of Series A then outstanding may require the Company to redeem all Series A shares at a per share purchase price equal to $2.3057; any one of the following conditions can result in a Redemption Event that is not solely within the Company's control: Revenues attributable to the Mytesi product for the six-month period ended March 31, 2021 are less than $22.0 million or the average VWAP for the Company's common stock for the 30 days prior to a Measurement Date is less than $1.00. The effective conversion price is $0.185 per share while the fair value of the Company's common stock at the commitment date was $0.205 per share based on the closing price of common stock on March 23, 2018. As a result, the Company determined that there is a Beneficial Conversion Feature (“BCF”) amounting to approximately $995,000, which is computed by taking the difference between the closing price of the stock on March 23, 2018 and the conversion price multiplied by the as if converted 49,724,334 shares (5,524,926 preferred shares multiplied by the conversion factor of 9). The Company's Series A shares do not have a stated conversion date and are immediately convertible at the issuance date. Based on the guidance above, the Company recorded a deemed dividend charge of $995,000 for the accretion of the discount on the Series A shares. The deemed dividend was a non-cash transaction and is reflected below net loss to arrive at net loss available to common stockholders on the Company's condensed consolidated statement of operations for the fiscal year ended December 31, 2018. The preferred stock has been classified outside of stockholders' equity in accordance with authoritative guidance for the classification and measurement of redeemable securities.

Stockholders' Equity

12 Months Ended

Dec. 31, 2018

Stockholders' Equity

Stockholders' Equity

10. Stockholders’ Equity

Common Stock

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

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

In June 2018, the Company effected a 1‑for‑15 reverse stock split of the Company's issued and outstanding shares of Common Stock. The reverse split has been reflected in all voting common stock, warrants, and common stock option shares disclosed in these financial statements. The non-voting common stock and the convertible preferred stock were excluded from the reverse split.

In June 2018, the Company decreased its total number of authorized shares of Common Stock such that the total number of the shares that the Company has authority to issue is 210,000,000 shares, of which 150,000,000 shares are Common Stock, 50,000,000 are non-voting common stock and 10,000,000 shares are “blank check” preferred stock.

In October 2018, in a public offering the Company issued and sold 11,575,001 shares of its common stock at $0.60 per share and 3,425,000 pre-funded warrants to purchase shares of common stock at $0.59 per share for gross proceeds of of $9.0 million, The pre-funded warrants were all exercised in October 2018 at an exercise price of $0.01 per share. The net proceeds to the Company from the offering, after deducting underwriters’ discounts and commissions and other offering costs and expenses, was approximately $7.2 million. The pre-funded warrants represented prepaid equity forward contracts that were equity classified, as they were not subject to ASC 480 and did not meet the definition of a derivative under ASC 815 due to their requiring a substantial upfront payment.

As of December 31, 2018 and 2017, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows:


	December 31,	December 31,
	2018	2017
Options issued and outstanding	2,944,148	2,984,304
Inducement options issued and outstanding	208,865	—
Options available for grant under stock option plans	162,892	513,385
RSU awards issued and outstanding	392,904	392,923
Warrants issued and outstanding	2,427,653	443,756
Convertible notes	759,396	1,036,717
Total	6,895,858	5,371,085

Stock Based Compensation

12 Months Ended

Dec. 31, 2018

Stock Based Compensation

Stock Based Compensation

11. Stock Based Compensation

2013 Equity Incentive Plan

In November 2013, the Company's board of directors and sole stockholder adopted the Jaguar Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company's board of directors to grant stock options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of the Company. Following the effective date of the IPO and after effectiveness of any grants under the 2013 Plan that were contingent on the IPO, no additional stock awards will be granted under the 2013 Plan. Outstanding grants continue to be exercisable, however any unissued shares under the plan and any forfeitures of outstanding options do not rollover to the 2014 Stock Incentive Plan. There were 33,769 option shares outstanding at December 31, 2018.

2014 Stock Incentive Plan

Effective May 12, 2015, the Company adopted the Jaguar Health, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan provides for the grant of options, restricted stock and restricted stock units to eligible employees, directors and consultants to purchase the Company's common stock. The 2014 Plan that provides for automatic share increases on the first day of each fiscal year in the amount of 2% of the outstanding number of shares of the Company's common stock on last day of the preceding calendar year. The 2014 Plan replaced the 2013 Plan except that all outstanding options under the 2013 Plan remain outstanding until exercised, cancelled or expired.

Stock Options and Restricted Stock Units (“RSUs”)

Activity under the 2013 Plan and the 2014 Plan is set forth below:


				Weighted		Weighted Average
	Shares	Stock		Average		Remaining	Aggregate
	Available	Options	RSUs	Stock Option		Contractual Life	Intrinsic
	for Grant	Outstanding	Outstanding	Exercise Price		(Years)	Value*
Outstanding at December 31, 2017	3,619	229,575	392,904	$	28.05	8.31	$	—
Additional shares authorized	2,877,766	—	—		—	—
Options granted	(2,868,673)	2,868,673	—		1.60	—		—
Options cancelled	150,180	(154,100)	—		4.57	—		—
Outstanding at December 31, 2018	162,892	2,944,148	392,904	$	5.81	9.24	$	—
Exercisable at December 31, 2018		616,309		$	10.86	8.90	$	—
Vested and expected to vest at December 31, 2018		2,849,994		$	6.02	9.24	$	—

* Fair market value of JAGX stock on December 31, 2018 was $0.23 per share.

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

The weighted average grant date fair value of stock options granted was $1.60 and $1.95 per share during the years ended December 31, 2018 and 2017.

The number of options that vested in the years ended December 31, 2018 and 2017 was 881,314 and 687,634, respectively. The grant date weighted average fair value of options that vested in the years ended December 31, 2018 and 2017 was $ 2,055,576 and $712,718, respectively.

No options were exercised in the years ended December 31, 2018 and 2017.

The Company granted 209,531 inducement options in fiscal year 2018 to new employees. These options are all non-statutory and were issued outside of the Company’s 2014 Stock Plan. The weighted average grant-date fair value of the options was $1.34 per share. Stock-based compensation expense related to the inducement stock for the fiscal year 2018 was $52,577.

The Company has granted RSUs under both the 2013 Plan and the 2014 Plan. The units granted have varying vesting terms, including RSU’s that vest upon the occurrence of both a liquidity event and satisfaction of the service-based requirement. The stock-based compensation expense is based on the grant date fair market value of the Company’s common stock, and is amortized over the vesting period using the straight-line method, net of estimated forfeitures. There were 392,904 RSU’s outstanding at December 31, 2018 and 2017.

Stock-Based Compensation

The following table summarizes stock-based compensation expense related to stock options, inducement stock options and RSUs for the years ended December 31, 2018 and 2017, and are included in the consolidated statements of operations as follows:


	Year Ended
	December 31,
	2018		2017
Research and development expense	$	579,641	$	216,932
Sales and marketing expense		96,730		32,325
General and administrative expense		1,347,503		565,356
Total	$	2,023,874	$	814,613

As of December 31, 2018, the Company had $2,860,071 of unrecognized stock-based compensation expense for options and RSU’s, which is expected to be recognized over a weighted-average period of 2.0 years.

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


	Year Ended
	December 31,
	2018		2017
Weighted-average volatility	87.4 - 105.9	%	74.3 - 90.5	%
Weighted-average expected term (years)	5.1 - 5.8		5.1 - 5.8
Risk-free interest rate	2.6 - 2.9	%	2.0 - 2.3	%
Expected dividend yield	—		—

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


	Year Ended
	December 31,
	2018		2017
Weighted-average volatility	83.6 - 89.2	%	85.4 - 85.7	%
Weighted-average expected term (years)	9.1 - 9.7		9.8 - 10.0
Risk-free interest rate	2.6 - 3.0	%	2.4 - 2.5	%
Expected dividend yield	—		—

401(k) Plan

The Company sponsors a 401(k) defined contribution plan covering all employees. There were no employer contributions to the plan from plan inception through December 31, 2018.

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2018

Net Loss Per Share Attributable to Common Stockholders

Net Loss Per Share Attributable to Common Stockholders

12. Net Loss Per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net loss per common share for the years ended December 31, 2018 and 2017:



	Years Ended December 31,
	2018		2017
Net loss attributable to common stockholders (basic)		(32,146,057)	$	(21,968,614)
Shares used to compute net loss per common share, basic and diluted		14,681,044		2,895,729
Net loss per share attributable to common stockholders, basic and diluted	$	(2.19)	$	(7.59)

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

The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2018 and 2017 because their inclusion would be anti-dilutive:


	December 31,	December 31,
	2018	2017
Options issued and outstanding	2,944,148	3,444,663
Warrants to purchase common stock	2,427,653	4,820,025
Restricted stock units	392,904	5,893,849
Total	5,764,705	14,158,537

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Taxes

Income Taxes

13. Income Taxes

The Company's loss before provision for income taxes during the years ended December 31, 2018 and 2017, was a domestic loss of $32,146,057 and $35,149,856, respectively.

The effective tax rate for 2018 and 2017 was 0% and (38)%, respectively. As a result of the Company's history of net operating losses and full valuation allowance against its deferred tax assets, there was no current or deferred income tax provision for the year ended December 31, 2018. As a result of the acquisition of Napo Pharmaceuticals on July 31, 2017, the Company recorded a tax benefit of $13,181,242 for the year ended December 31, 2017. 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.

The components of the provision for income taxes during the years ended December 31, 2018 and 2017 is as follows:


	December 31,		December 31,
	2018		2017
Current:
Federal	$	—	$	—
State		—		—
Foreign		—		—
Total Current		—		—
Deferred:
Federal		—		(12,165,311)
State		—		(1,015,931)
Foreign		—		—
Total Deferred		—		(13,181,242)
Total Provision for Income Taxes	$	—	$	(13,181,242)

The Company’s effective tax during the years ended December 31, 2018 and 2017, differed from the federal statutory rate as follows:


	December 31,		December 31,
	2018		2017
Statutory Rate	(21.0)	%	(34.0)	%
State Taxes	(5.6)	%	(2.2)	%
Tax Credits	(0.2)	%	(0.2)	%
Goodwill and Indefinite-lived Intangible Asset Impairment	3.4	%	16.3	%
Other	1.0	%	3.6	%
Effect of U.S. tax law change	—	%	2.6	%
Valuation Allowance	22.4	%	(23.6)	%
Effective Tax Rate	—	%	(37.5)	%

Net deferred tax assets as of December 31, 2018 and 2017 consist of the following:


	December 31,		December 31,
	2018		2017
Non-current deferred tax assets:
Net operating losses	$	12,156,279	$	5,827,970
Tax credits		329,563		325,188
Stock compensation		1,479,325		1,198,657
Fixed assets and intangibles		—		—
Other		573,441		312,949
		14,538,608		7,664,764
Valuation allowance		(8,512,820)		(1,625,782)
Net non-current deferred tax assets		6,025,788		6,038,982
Non-current deferred tax liabilities:
Fixed assets and intangibles		(6,025,788)		(6,038,982)
Net non-current deferred tax liability		(6,025,788)		(6,038,982)
Net non-current deferred tax asset (liability)		—		—

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company has established a valuation allowance to offset net deferred tax assets as of December 31, 2018 and 2017, due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.

The valuation allowance increased by $6,887,038 during the year ended December 31, 2018.

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act of 2017 (the “Act”) into law. The new legislation decreases the U.S. corporate federal income tax rate from 35% to 21% effective January 1, 2018. The Act also includes a number of other provisions including the elimination of loss carrybacks and limitations on the use of future losses and repeal of the Alternative Minimum Tax regime. As of December 31, 2017, the Company had calculated its best estimate of the impact of the Tax Act in its year end income tax provision in accordance with its understanding of the Tax Act and guidance available as of the date of this filing. The provisional amount related to the re-measurement of certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future was a net decrease related to deferred tax assets and deferred tax liabilities of $914,534 with a corresponding offsetting change in valuation allowance of $914,534 for the year ended December 31, 2017. The Company has completed their analysis of the impact of the Act. There was no change to the provisional amount as of December 31, 2018.

As of December 31, 2018, the Company had federal and California net operating loss carryovers of approximately $43,770,861 and $40,830,415, respectively. The federal and California net operating losses will begin to expire in 2027.

As of December 31, 2018, the Company had federal and California research credit carryovers of approximately $64,047 and $440,388, respectively. The federal research credits will begin to expire in 2038. The California research credits carry forward indefinitely.

Utilization of the domestic NOL and tax credit forwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code Section 382, as well as similar state provisions. In general, an "ownership change," as defined by the code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Any limitation may result in expiration of all or a portion of the NOL or tax credit carryforwards before utilization. As of December 31, 2018, the Company has reduced its federal and California gross net operating loss by $99,989,021 and $44,557,023 respectively. The Company also reduced its federal and California R&D credit carryforwards by $1,415,339 and $696,670, respectively.

Uncertain Tax Positions

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

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


	December 31,		December 31,
	2018		2017
Gross Unrecognized Tax Benefit--Beginning Balance	$	97,010	$	113,073
Increases Related to Tax Positions from Prior Years		(20,607)		(55,960)
Increases Related to Tax Positions Taken During the Current Year		24,486		39,897
Gross Unrecognized Tax Benefit--Ending Balance	$	100,889	$	97,010

Segment Data

12 Months Ended

Dec. 31, 2018

Segment Data

Segment Data

14. 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 non-infectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.

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


	Year Ended
	December 31,
	2018		2017
Revenue from external customers
Human Health	$	4,121,913	$	1,062,920
Animal Health		294,232		3,298,266
Consolidated Totals	$	4,416,145	$	4,361,186

Segment profit (loss)
Human Health	$	(12,337,529)	$	(14,860,754)
Animal Health		(19,808,528)		(7,107,860)
Consolidated Totals	$	(32,146,057)	$	(21,968,614)

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


		December 31,		December 31,
	2018		2017
Segment assets
Human Health	$	37,985,935	$	41,754,603
Animal Health		54,893,593		36,807,184
Total	$	92,879,528	$	78,561,787

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



	2018		2017
Total assets for reportable segments	$	92,879,528	$	78,561,787
Less: Investment in subsidiary		(29,240,965)		(29,240,965)
Less: Intercompany loan		(22,596,618)		(2,000,000)
Less: Intercompany receivable		—		(3,691,616)
Consolidated Totals	$	41,041,945	$	43,629,206

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2018
Subsequent Events
Subsequent Events	15. Subsequent Events The Company completed an evaluation of the impact of subsequent events through April 5, 2019, the date these financial statements were issued. Oasis Equity Lines On January 7, 2019, the Company entered into a common stock purchase agreement (the ‘‘January CSPA’’) with Oasis Capital, relating to an offering (the ‘‘Original Equity Line Offering’’) of an aggregate of up to 5,633,333 shares (the ‘‘Original Shares’’) of Common Stock, of which 5,333,333 of such Original Shares are being offered in a primary offering consisting of an equity line of credit. Jaguar initially issued 300,000 shares of Common Stock (the ‘‘Commitment Shares’’) to Oasis Capital as an inducement to enter into the January CSPA. Additionally, under the terms of the January CSPA, the Company has the right to ‘‘put,’’ or sell, up to 5,333,333 shares of Common Stock (the ‘‘January Purchase Shares’’) to Oasis Capital for an amount equal to the product of (i) the number of January Purchase Shares set forth on the applicable put notice (minus the deposit and clearing fees associated with such purchase) and (ii) a fixed price of $0.75 per share or such other price agreed upon between the Company and Oasis Capital. The Company had the option to increase the equity line of credit by an additional 8,000,000 shares of Common Stock by notifying Oasis Capital at any time after the effective date of the January CSPA (the ‘‘January Upsize Option’’). On March 18, 2019, the Company delivered a notice to Oasis Capital of its decision to exercise the January Upsize Option. The Company has sold the Original Shares and all 8,000,000 shares of Common Stock under the January Upsize Option to Oasis Capital. On April 1, 2019, the Company entered into another common stock purchase agreement (the “April CSPA”) with Oasis Capital relating to an offering (the “April Equity Line Offering”) of an aggregate of up to 20,000,000 shares (the “April Purchase Shares”) of the Company’s common stock, all of which are being offered in a primary offering consisting of an equity line of credit. Under the terms of the April CSPA, the Company has the right to “put,” or sell, the April Purchase Shares to Oasis Capital for an amount equalt to the product of (i) the number of April Purchase Shares set forth in the applicable put notice (minus the deposit and clearing fees associated with such purchase) and (ii) a fixed price of $0.28 per share or such other price agreed upon between the Company and Oasis Capital. The Company had the option to increase the equity line of credit by an additional 20,000,000 shares of Common Stock by notifying Oasis Capital at any time after the effective date of the April CSPA. Offering of Notes and Warrants On March 18, 2019, the Company began entering into securities purchase agreements (each, a ‘‘Securities Purchase Agreement’’) with selected accredited investors (each, an ‘‘Investor’’), pursuant to which the Company intends to issue up to $5.5 million aggregate principal amount of promissory notes (collectively, the ‘‘Notes’’) to such Investors. As an inducement for entering into the Securities Purchase Agreement, each Investor also received warrants exercisable for shares of Common Stock (the ‘‘Investor Warrants’’). The initial offering closed on March 18, 2019, and as of April 4, 2019, $1.9 million aggregate principal amount of Notes were issued in offerings and the proceeds from such offerings were paid to the Company. CVP Note Exchanges In January through March 2019, the Company entered into exchange agreements with Chicago Venture Partners L.P. (‘‘CVP’’), pursuant to which the Company issued 18,764,637 shares of Common Stock in the aggregate to CVP in exchange for a reduction of approximately $4.4 million in the principal amount of the secured promissory notes (the “CVP Notes”) issued to CVP. The shares of Common Stock that were exchanged for portions of the CVP Notes were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act. Sagard - Material Modifications to Rights of Security Holders On March 14, 2019, the Company, with the written consent of the sole holder of the Company’s issued and outstanding Series A convertible participating preferred stock, filed a Certificate of Amendment to the Certificate of Designation of Series A Convertible Participating Preferred Stock of the Company with the Secretary of State of the State of Delaware to (a) adjust the conversion price of the shares of Series A Preferred Stock from $2.775 per share to $0.2775 per share, provided that with respect to the right to vote on an as-converted basis with holders of the Company’s common stock, holders of Series A Preferred Stock will not be entitled to vote on any matter presented to the stockholders of the Company to the extent that such vote would be in violation of Nasdaq Listing Rule 5640, and (b) adjust the 30-day volume-weighted average price (“VWAP”) threshold applicable to the Company’s optional redemption right and the preferred stockholders’ mandatory redemption right from $15.00 to $1.50. The Amendment became effective upon filing with the Secretary of the State of Delaware. Registered Direct Offering On March 24, 2019, the Company entered into a securities purchase agreement (the ‘‘Purchase Agreement’’) with Oasis Capital, pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to Oasis Capital (the ‘‘RDO’’), an aggregate of 1,331,332 shares of Common Stock (the ‘‘RDO Shares’’) at an offering price of $0.20 per share for gross proceeds of approximately $266,266 before deducting the placement agent fee and related offering expenses. On March 24, 2019, the Company entered into a Placement Agency Agreement (the ‘‘Placement Agency Agreement’’) with Ladenburg Thalmann & Co. Inc. (‘‘Ladenburg’’ or the ‘‘Placement Agent’’), pursuant to which the Company engaged Ladenburg as the sole placement agent in connection with the RDO. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the RDO Shares. In connection with the RDO, the Placement Agent received a placement agent fee in cash equal to 8% of the gross proceeds from the sale of the RDO Shares, a management fee in cash equal to 1% of the gross proceeds from the sale of the RDO Shares, a warrant to purchase 53,253 shares of Common Stock at an exercise price of $0.25 per share (the ‘‘Placement Agent Warrant’’), and reimbursement of up to $25,000 in expenses.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Summary of Significant Accounting Policies

Basis of Presentation

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

Principles of Consolidation

Use of Estimates

Deferred Offering Costs

Concentrations


Consolidated (percentage of total net sales)	For the Year Ended
	December 31,
	2018		2017
Customer 1	32	%	11	%
Customer 2	31	%	9	%
Customer 3	26	%	12	%
	89	%	32	%


	For the Year Ended
	December 31,
	2018		2017
Customer 1	34	%	34	%
Customer 2	31	%	26	%
Customer 3	21	%	37	%
	86	%	97	%

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

The Company is subject to credit risk from its inventory suppliers. The Company sources drug substance from a single supplier and drug product from a single supplier.

Fair Values

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 Indefinite-lived Intangible Assets

Research and Development Expense

Revenue Recognition

Practical Expedients, Elections, and Exemptions

The Company has elected to treat shipping and handling activities as fulfillment costs.

Additionally, the Company elected to record revenue net of sales and other similar taxes.

Contracts

Performance obligations

Transaction price

Allocate transaction price

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

Point in time recognition

Disaggregation of Product Revenue

Human

Animal

Collaboration Revenue

Stock-Based Compensation

The Company's 2013 Equity Incentive Plan and 2014 Stock Incentive Plan (see Note 9) provide for the grant of stock options, restricted stock and restricted stock unit awards.

Income Taxes

Comprehensive Loss

Basic and Diluted Net Loss Per Common Share

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Customer risk | Total net revenue

Schedule of concentration risk


Consolidated (percentage of total net sales)	For the Year Ended
	December 31,
	2018		2017
Customer 1	32	%	11	%
Customer 2	31	%	9	%
Customer 3	26	%	12	%
	89	%	32	%

Credit risk | Total accounts receivable

Schedule of concentration risk


	For the Year Ended
	December 31,
	2018		2017
Customer 1	34	%	34	%
Customer 2	31	%	26	%
Customer 3	21	%	37	%
	86	%	97	%

Business Combination (Tables)

12 Months Ended

Dec. 31, 2018

Business Combination

Schedule of 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

Schedule of purchase price allocation to assets and liabilities assumed in the transaction


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

Schedule of unaudited proforma results


	For the year ended
	December 31,
	2017
Net sales	$	5,436,263
Net loss	$	(23,113,148)
Net income (loss) per share, basic and diluted	$	(0.53)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2018

Fair Value Measurements

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


	December 31, 2018
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	220,376	$	220,376
Derivative liability		—		—		—		—
Conversion option liability		—		—		—		—
Total fair value	$	—	$	—	$	220,376	$	220,376


	December 31, 2017
	Level 1		Level 2		Level 3		Total
Warrant liability	$	—	$	—	$	103,860	$	103,860
Derivative liability		—		—		11,000		11,000
Conversion option liability		—		—		111,841		111,841
Total fair value	$	—	$	—	$	226,701	$	226,701

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


	For the year ended
	December 31, 2018
	Warrant		Derivative		Conversion Option
	Liability		Liability		Liability
Beginning value of Level 3 liability	$	103,860	$	11,000	$	111,841
Additions		611,286		—		—
Extinguishment		—		—		(286,595)
Change in fair value		(494,770)		(11,000)		174,754
Ending fair value of Level 3 liability	$	220,376	$	—	$	—

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2018

Balance Sheet Components

Schedule of Land, property and equipment


	December 31,		December 31,
	2018		2017
Land	$	396,247	$	396,247
Lab equipment		410,522		811,087
Clinical equipment		64,870		64,870
Software		62,637		62,637
Total property and equipment at cost		934,276		1,334,841
Accumulated depreciation		(173,659)		(112,773)
Property and equipment, net	$	760,617	$	1,222,068

Schedule of change in the carrying amount of goodwill


	December 31,		December 31,
	2018		2017
Beginning balance	$	5,210,821	$	—
Goodwill acquired in conjunction with the Napo merger		—		22,037,821
Impairment		(5,210,821)		(16,827,000)
Ending balance	$	—	$	5,210,821

Schedule of intangible assets


	December 31,		December 31,
	2018		2017
Developed technology	$	25,000,000	$	25,000,000
Accumulated developed technology amortization		(2,361,111)		(694,445)
Developed technology, net		22,638,889		24,305,555
In process research and development		8,800,000		11,100,000
Impairment		—		(2,300,000)
In process research and development, net		8,800,000		8,800,000
Trademarks		300,000		300,000
Accumulated trademark amortization		(28,333)		(8,333)
Trademarks, net		271,667		291,667
Total intangible assets, net	$	31,710,556	$	33,397,222

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


		Amounts
2019		$ 1,686,667
2020		$ 1,686,667
2021		$ 1,686,667
2022		$ 1,686,667
2023		$ 1,686,667
Thereafter		14,477,222
		$ 22,910,557

Schedule of accrued expenses


	December 31,		December 31,
	2018		2017
Accrued vacation	$	287,326	$	264,304
Accrued payroll		300,040		150
Accrued payroll tax		57,306		30,617
Accrued interest		917,482		659,961
Accrued consulting		660,370		1,785
Accrued research and development costs		106,607		668,850
Accrued legal costs		439,682		—
Accrued audit and tax services		96,150		40,000
Deferred rent		—		4,584
Accrued other		2,074,478		533,882
Total	$	4,939,441	$	2,204,133

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies

Schedule of future minimum lease payments under non‑cancelable operating leases

Future minimum noncancelable lease payments under operating leases as of December 31, 2018 are as follows:


Years ending December 31,		Facilities
2019		465,310
2020	$	357,079
Total minimum lease payments	$	822,389

Debt and Warrants (Tables)

12 Months Ended

Dec. 31, 2018

Debt and Warrants

Schedule of aggregate convertible debt


	December 31,		December 31,
	2018		2017
February 2015 convertible debt		—		150,000
June 2017 convertible debt		740,882		1,613,089
Napo convertible debt		10,553,888		12,153,389
	$	11,294,770	$	13,916,478
Less: unamortized debt discount and debt issuance costs		(55,600)		(261,826)
Net convertible debt obligation	$	11,239,170	$	13,654,652
Convertible debt - non-current, net of discount		—		10,982,437
Convertible debt - current, net of discount	$	11,239,170	$	2,672,215

Schedule of notes payable


	December 31,		December 31,
	2018		2017
December 2017 note payable	$	1,673,237	$	1,587,500
February 2018 note payable		2,359,750		—
March 2018 note payable		1,147,870		—
	$	5,180,857	$	1,587,500
Less: unamortized net discount and debt issuance costs		(335,282)		(446,347)
Net convertible notes payable obligation	$	4,845,575	$	1,141,153

Schedule of long-term debt obligation


	December 31,		December 31,
	2018		2017
Debt and unpaid accrued end-of-term payment	$	—	$	1,636,639
Unamortized note discount		—		(6,615)
Unamortized debt issuance costs		—		(20,780)
Net debt obligation	$	—	$	1,609,244

Current portion of long-term debt	$	—	$	1,609,244
Long-term debt, net of discount		—		—
Total	$	—	$	1,609,244

Summary of warrant activity


	Year ended December 31,
	2018	2017
Warrants outstanding, beginning balance	321,314	397,904
Issuances	2,166,588	106,376
Exercises	—	(60,553)
Expirations and cancellations	(60,249)	(122,413)
Warrants outstanding, end of period	2,427,653	321,314

- 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

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-Topic 210
-SubTopic 10
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-Paragraph 1
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2018

Stockholders' Equity

Schedule of common reserved shares of common stock for issuance


	December 31,	December 31,
	2018	2017
Options issued and outstanding	2,944,148	2,984,304
Inducement options issued and outstanding	208,865	—
Options available for grant under stock option plans	162,892	513,385
RSU awards issued and outstanding	392,904	392,923
Warrants issued and outstanding	2,427,653	443,756
Convertible notes	759,396	1,036,717
Total	6,895,858	5,371,085

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Stock Based Compensation

Summary of incentive plan activity


				Weighted		Weighted Average
	Shares	Stock		Average		Remaining	Aggregate
	Available	Options	RSUs	Stock Option		Contractual Life	Intrinsic
	for Grant	Outstanding	Outstanding	Exercise Price		(Years)	Value*
Outstanding at December 31, 2017	3,619	229,575	392,904	$	28.05	8.31	$	—
Additional shares authorized	2,877,766	—	—		—	—
Options granted	(2,868,673)	2,868,673	—		1.60	—		—
Options cancelled	150,180	(154,100)	—		4.57	—		—
Outstanding at December 31, 2018	162,892	2,944,148	392,904	$	5.81	9.24	$	—
Exercisable at December 31, 2018		616,309		$	10.86	8.90	$	—
Vested and expected to vest at December 31, 2018		2,849,994		$	6.02	9.24	$	—

* Fair market value of JAGX stock on December 31, 2018 was $0.23 per share.

Summary of stock-based compensation expense


	Year Ended
	December 31,
	2018		2017
Research and development expense	$	579,641	$	216,932
Sales and marketing expense		96,730		32,325
General and administrative expense		1,347,503		565,356
Total	$	2,023,874	$	814,613

Employee stock options

Stock Based Compensation

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


	Year Ended
	December 31,
	2018		2017
Weighted-average volatility	87.4 - 105.9	%	74.3 - 90.5	%
Weighted-average expected term (years)	5.1 - 5.8		5.1 - 5.8
Risk-free interest rate	2.6 - 2.9	%	2.0 - 2.3	%
Expected dividend yield	—		—

Non-employee stock options

Stock Based Compensation

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


	Year Ended
	December 31,
	2018		2017
Weighted-average volatility	83.6 - 89.2	%	85.4 - 85.7	%
Weighted-average expected term (years)	9.1 - 9.7		9.8 - 10.0
Risk-free interest rate	2.6 - 3.0	%	2.4 - 2.5	%
Expected dividend yield	—		—

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2018

Net Loss Per Share Attributable to Common Stockholders

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



	Years Ended December 31,
	2018		2017
Net loss attributable to common stockholders (basic)		(32,146,057)	$	(21,968,614)
Shares used to compute net loss per common share, basic and diluted		14,681,044		2,895,729
Net loss per share attributable to common stockholders, basic and diluted	$	(2.19)	$	(7.59)

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


	December 31,	December 31,
	2018	2017
Options issued and outstanding	2,944,148	3,444,663
Warrants to purchase common stock	2,427,653	4,820,025
Restricted stock units	392,904	5,893,849
Total	5,764,705	14,158,537

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Taxes

Schedule of components of the provision for income taxes


	December 31,		December 31,
	2018		2017
Current:
Federal	$	—	$	—
State		—		—
Foreign		—		—
Total Current		—		—
Deferred:
Federal		—		(12,165,311)
State		—		(1,015,931)
Foreign		—		—
Total Deferred		—		(13,181,242)
Total Provision for Income Taxes	$	—	$	(13,181,242)

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


	December 31,		December 31,
	2018		2017
Statutory Rate	(21.0)	%	(34.0)	%
State Taxes	(5.6)	%	(2.2)	%
Tax Credits	(0.2)	%	(0.2)	%
Goodwill and Indefinite-lived Intangible Asset Impairment	3.4	%	16.3	%
Other	1.0	%	3.6	%
Effect of U.S. tax law change	—	%	2.6	%
Valuation Allowance	22.4	%	(23.6)	%
Effective Tax Rate	—	%	(37.5)	%

Schedule of net deferred tax assets


	December 31,		December 31,
	2018		2017
Non-current deferred tax assets:
Net operating losses	$	12,156,279	$	5,827,970
Tax credits		329,563		325,188
Stock compensation		1,479,325		1,198,657
Fixed assets and intangibles		—		—
Other		573,441		312,949
		14,538,608		7,664,764
Valuation allowance		(8,512,820)		(1,625,782)
Net non-current deferred tax assets		6,025,788		6,038,982
Non-current deferred tax liabilities:
Fixed assets and intangibles		(6,025,788)		(6,038,982)
Net non-current deferred tax liability		(6,025,788)		(6,038,982)
Net non-current deferred tax asset (liability)		—		—

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


	December 31,		December 31,
	2018		2017
Gross Unrecognized Tax Benefit--Beginning Balance	$	97,010	$	113,073
Increases Related to Tax Positions from Prior Years		(20,607)		(55,960)
Increases Related to Tax Positions Taken During the Current Year		24,486		39,897
Gross Unrecognized Tax Benefit--Ending Balance	$	100,889	$	97,010

Segment Data (Tables)

12 Months Ended

Dec. 31, 2018

Segment Data

Schedule of reportable segments net revenue and net loss


	Year Ended
	December 31,
	2018		2017
Revenue from external customers
Human Health	$	4,121,913	$	1,062,920
Animal Health		294,232		3,298,266
Consolidated Totals	$	4,416,145	$	4,361,186

Segment profit (loss)
Human Health	$	(12,337,529)	$	(14,860,754)
Animal Health		(19,808,528)		(7,107,860)
Consolidated Totals	$	(32,146,057)	$	(21,968,614)

Schedule of reportable segments assets


		December 31,		December 31,
	2018		2017
Segment assets
Human Health	$	37,985,935	$	41,754,603
Animal Health		54,893,593		36,807,184
Total	$	92,879,528	$	78,561,787

Schedule of reconciliation of segments assets to the consolidated assets



	2018		2017
Total assets for reportable segments	$	92,879,528	$	78,561,787
Less: Investment in subsidiary		(29,240,965)		(29,240,965)
Less: Intercompany loan		(22,596,618)		(2,000,000)
Less: Intercompany receivable		—		(3,691,616)
Consolidated Totals	$	41,041,945	$	43,629,206

Organization and Business - (Details)	12 Months Ended
Organization and Business - (Details)	Dec. 31, 2018 segment
Organization and Business
Number of operations segments	2

Organization and Business - Reverse stock-split and Liquidity (Details)			1 Months Ended
	May 18, 2018	Mar. 15, 2018	Jun. 30, 2018	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Reverse stock split ratio	0.0667		0.0667
Accumulated deficit				$ (94,550,779)	$ (62,404,722)
Maximum
Reverse stock split ratio	0.066666667	0.1

Summary of Significant Accounting Policies - Deferred Offering Costs & Inventories (Details)	Dec. 31, 2018 USD ($)
Summary of Significant Accounting Policies
Deferred costs	$ 1,900,000
Inventory reserve	$ 85,000

Summary of Significant Accounting Policies - Concentrations (Details) - item	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Total net revenue
Concentrations
Concentration risk (as a percentage)	89.00%	32.00%
Total net revenue \| Customer 1
Concentrations
Concentration risk (as a percentage)	32.00%	11.00%
Total net revenue \| Customer 2
Concentrations
Concentration risk (as a percentage)	31.00%	9.00%
Total net revenue \| Customer 3
Concentrations
Concentration risk (as a percentage)	26.00%	12.00%
Total net revenue \| Customer risk \| Three major pharmaceutical distributors
Concentrations
Number of major distributors	3
Total net revenue \| Customer risk \| Three major pharmaceutical distributors \| Minimum
Concentrations
Concentration risk (as a percentage)	10.00%
Total accounts receivable
Concentrations
Concentration risk (as a percentage)	86.00%	97.00%
Total accounts receivable \| Customer 1
Concentrations
Concentration risk (as a percentage)	34.00%	34.00%
Total accounts receivable \| Customer 2
Concentrations
Concentration risk (as a percentage)	31.00%	26.00%
Total accounts receivable \| Customer 3
Concentrations
Concentration risk (as a percentage)	21.00%	37.00%

Summary of Significant Accounting Policies - Goodwill and Indefinite-lived Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Goodwill impairment charges
Impairment of goodwill	$ 5,210,821	$ 16,827,000
Impairment of indefinite-lived assets	$ 0	$ 2,300,000
Equipment \| Minimum
Goodwill
Estimated useful lives	3 years
Equipment \| Maximum
Goodwill
Estimated useful lives	10 years

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disaggregation of Product Revenue
Practical Expedients, not disclose the value of unsatisfied performance obligations	true
Mytesi
Disaggregation of Product Revenue
Product revenue	$ 4,121,913	$ 1,062,919
Neonorm
Disaggregation of Product Revenue
Product revenue	116,843	344,194
Botanical Extract
Disaggregation of Product Revenue
Product revenue	$ 0	$ 78,000

Summary of Significant Accounting Policies - Revenue Recognition - Collaboration Revenue (Details) - USD ($)				12 Months Ended
	Sep. 24, 2018	Nov. 01, 2017	Jan. 27, 2017	Dec. 31, 2018	Dec. 31, 2017
Collaboration Revenue
Written notice period (in days)		90 days
Revenues				$ 4,416,145	$ 4,361,186
Elanco
Collaboration Revenue
Non-refundable upfront payment received			$ 2,548,689
Product and development expense			$ 1,048,689
Estimated development period for revenue recognition (in years)				1 year
Collaboration revenue				$ 177,389	$ 2,876,071
Knight
Collaboration Revenue
License agreement term (in years)	15 years
Transfer price receivable upon achievement of certain regulatory and sales milestones	$ 18,000,000
Revenues				$ 0

Business Combination - Total consideration exchanged (Details) - USD ($)		12 Months Ended
	Jul. 31, 2017	Dec. 31, 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
Deferred tax liability	$ 14,498,120
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
Deferred tax liability	$ 13,181,242

Business Combination - Purchase price allocation to assets and liabilities assumed (Details) - USD ($)		1 Months Ended	12 Months Ended
	Jul. 31, 2017	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Purchase price allocation to assets and liabilities assumed
Deferred tax liability	$ (14,498,120)
Goodwill on acquisition				$ 5,210,821
Estimated useful life			15 years
Impairment of indefinite-lived assets			$ 0	2,300,000
Goodwill expected to be deductible for income tax purposes	0
Deferred tax asset	1,316,878
Stock issued in Napo merger for services				151,351
Payment received from Valeant in a settlement agreement		$ 1,200,000	$ 1,200,000
Napo
Purchase price allocation to assets and liabilities assumed
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
Acquisition related costs				3,554,250
Stock issued in Napo merger for services				$ 151,351
Shares issued to creditors				270,270
Napo \| Developed technology
Purchase price allocation to assets and liabilities assumed
Estimated useful life	15 years
Napo \| Trademarks
Purchase price allocation to assets and liabilities assumed
Estimated useful life	15 years

Business Combination - Unaudited Proforma Information (Details) - Napo	12 Months Ended
	Dec. 31, 2018 USD ($) $ / shares
Unaudited proforma results
Net sales	$ 5,436,263
Net loss	$ (23,113,148)
Net income (loss) per share, basic and diluted \| $ / shares	$ (0.53)

Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Fair value of liabilities measured on a recurring basis
Warrant liability	$ 220,376	$ 103,860
Derivative liability		11,000
Conversion option liability		111,841
Total fair value	220,376	226,701
Level 3
Fair value of liabilities measured on a recurring basis
Warrant liability	220,376	103,860
Derivative liability		11,000
Conversion option liability		111,841
Total fair value	$ 220,376	$ 226,701

Fair Value Measurements - Estimated Fair Value of Warrant Liability (Details)			1 Months Ended		12 Months Ended
	May 23, 2018 USD ($)	Mar. 23, 2018 USD ($) Y item $ / shares	Oct. 31, 2018 USD ($) Y	Dec. 31, 2017 USD ($) Y item $ / shares shares	Dec. 31, 2018 USD ($) Y $ / shares	Dec. 31, 2017 USD ($) Y item $ / shares	Oct. 31, 2018 $ / shares	Oct. 31, 2018	Aug. 31, 2018 Y $ / shares	Feb. 16, 2018 USD ($)	Nov. 30, 2017 $ / shares	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($) tranche Lender	Dec. 31, 2016 USD ($)	Nov. 30, 2016 $ / shares
Change in the estimated fair value of the warrant liability
Additions			$ 611,286
Convertible note purchase agreement
Fair Value Assumptions and Methodology for Assets and Liabilities
Notes payable														$ 12,500,000
Napo \| Second Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Notes payable										$ 435,950
Napo \| Exchangeable note purchase agreement
Fair Value Assumptions and Methodology for Assets and Liabilities
Number of lenders \| Lender													2
Number of tranches \| tranche													2
Value of each tranche													$ 525,000
Face amount of each tranche													656,250
Notes payable													$ 1,312,500
Napo \| Convertible note purchase agreement \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Notes payable				$ 1,170,950		$ 1,170,950
Napo \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares					0.56
Napo \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares					0.08
Napo \| Expected life \| Minimum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| Y					1.42
Napo \| Expected life \| Maximum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| Y					8.42
Napo \| Volatility \| Minimum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					75.07
Napo \| Volatility \| Maximum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					110.03
Napo \| Risk free rate \| Minimum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					1.28
Napo \| Risk free rate \| Maximum
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					2.14
Series A Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability				0.14	0.23	0.14
Series A Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability				11.25	11.25	11.25									11.25
Series A Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| Y				4.41	3.41	4.41
Series A Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability				96.36	135.63	96.36
Series A Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability				2.14	2.46	2.14
Financing Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares									1.06
Financing Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| $ / shares									1.06
Financing Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| Y									5
Financing Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability									126
Financing Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability									3.83
Underwriter Warrants \| Stock price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.23		0.59	0.59
Underwriter Warrants \| Strike price
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					0.75			0.75
Underwriter Warrants \| Expected life
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability \| Y			5		4.76
Underwriter Warrants \| Volatility
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					135.63			137.87
Underwriter Warrants \| Risk free rate
Fair Value Assumptions and Methodology for Assets and Liabilities
Warrant liability					2.51			2.51
Warrant liability \| Recurring \| Level 3
Change in the estimated fair value of the warrant liability
Beginning value of Level 3 liability					$ 103,860
Additions					611,286
Change in fair value of liability					(494,770)
Ending fair value of level 3 liability				$ 103,860	220,376	$ 103,860
Warrant liability \| Series A Warrants
Change in the estimated fair value of the warrant liability
Beginning value of Level 3 liability					103,860
Change in fair value of liability						96,472
Ending fair value of level 3 liability				103,860		103,860
Warrant liability \| Series A Warrants \| Recurring \| Level 3
Change in the estimated fair value of the warrant liability
Ending fair value of level 3 liability					7,388
Warrant liability \| Financing Warrants \| Recurring \| Level 3
Change in the estimated fair value of the warrant liability
Ending fair value of level 3 liability					212,988
Warrant liability \| Underwriter Warrants
Change in the estimated fair value of the warrant liability
Change in fair value of liability					398,298
Derivative liability
Fair Value Assumptions and Methodology for Assets and Liabilities
Fair value of derivative liability due to repayment of mandatory default												$ 15,000
Fair value of derivative liability due to interest rate increase feature												$ 5,000
Derivative liability \| Level 3
Change in the estimated fair value of the warrant liability
Change in fair value of liability					11,000
Derivative liability \| Recurring \| Level 3
Change in the estimated fair value of the warrant liability
Beginning value of Level 3 liability					11,000
Change in fair value of liability					(11,000)
Ending fair value of level 3 liability				11,000		11,000
Conversion option liability \| Recurring \| Level 3
Change in the estimated fair value of the warrant liability
Beginning value of Level 3 liability					111,841
Extinguishment					(286,595)
Change in fair value of liability					$ 174,754
Ending fair value of level 3 liability				$ 111,841		$ 111,841
Conversion option liability \| Napo \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion price (in dollars per share) \| $ / shares				$ 0.20		$ 0.20
Stock price (in dollars per share) \| $ / shares				$ 0.14		0.14
Conversion option liability \| Napo \| Second Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Stock price (in dollars per share) \| $ / shares		$ 0.21
Conversion option liability \| Napo \| Convertible note purchase agreement \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Percent of increase in the principal amount				12.00%
Conversion price (in dollars per share) \| $ / shares				$ 0.20		$ 0.20					$ 0.56
Issuance of common stock in exchange for services (in shares) \| shares				166,139
Partial redemption of convertible notes				$ 299,050
Conversion option liability \| Napo \| Stock price \| Second Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| $ / shares		0.21
Conversion option liability \| Napo \| Expected life \| Second Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| Y		0.11
Conversion option liability \| Napo \| Expected life \| Minimum \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| Y				0.13		0.13
Conversion option liability \| Napo \| Expected life \| Maximum \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| Y				0.25		0.25
Conversion option liability \| Napo \| Volatility \| Second Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| item		2.8816
Conversion option liability \| Napo \| Volatility \| Minimum \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| item				0.8629		0.8629
Conversion option liability \| Napo \| Volatility \| Maximum \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| item				1.6078		1.6078
Conversion option liability \| Napo \| Risk free rate \| Second Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| item		0.0169
Conversion option liability \| Napo \| Risk free rate \| Minimum \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| item				0.0128		0.0128
Conversion option liability \| Napo \| Risk free rate \| Maximum \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| item				0.0139		0.0139
Conversion option liability \| Napo \| Dividend rate \| First Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| item				0.0000		0.0000
Conversion option liability \| Napo \| Dividend rate \| Second Amendment to Note Purchase Agreement and Notes
Fair Value Assumptions and Methodology for Assets and Liabilities
Conversion option liability \| item		0.0000
Conversion option liability \| Napo \| Recurring \| Level 3 \| Second Amendment to Note Purchase Agreement and Notes
Change in the estimated fair value of the warrant liability
Extinguishment	$ (286,595)	$ (286,595)
Change in fair value of liability	$ 174,754	$ 174,754

Related Party Transactions - Management Services Agreement (Details) - Sagard Capital Partners, L.P.	1 Months Ended
	Mar. 31, 2018 USD ($)
Related Party Transaction [Line Items]
Consulting and management advisory services fees	$ 450,000
Maximum aggregate payments for consulting and management advisory services received	$ 1,350,000

Related Party Transactions - Letter of Credit (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Warrants to purchase (in shares)	759,396	1,036,717
Fair value of warrants included in stockholders equity		$ 630,859
Office lease extension agreement
Related Party Transaction [Line Items]
Standby letter of credit received as collateral	$ 475,000
Warrants to purchase (in shares)	670,586
Exercise price (in dollars per share)	$ 0.70
Term	5 years
Fair value of warrants included in stockholders equity	$ 493,688
Office lease extension agreement \| Pacific Capital Management LLC
Related Party Transaction [Line Items]
Standby letter of credit received as collateral	$ 475,000
Warrants to purchase (in shares)	670,586
Exercise price (in dollars per share)	$ 0.70
Term	5 years
Fair value of warrants included in stockholders equity	$ 493,688

Related Party Transactions - Corporate Officers’ Family Members (Details) - USD ($)		12 Months Ended
	Sep. 11, 2018	Dec. 31, 2018	Dec. 31, 2017
Commercialization Agreement
Net cash proceeds		$ 2,564,938	$ 1,100,000
Convertible debt, Gross		$ 11,294,770	$ 13,916,478
Warrants to purchase (in shares)		759,396	1,036,717
Note purchase agreement \| September 2018 Conte convertible note payable
Commercialization Agreement
Net cash proceeds	$ 100,000
Convertible debt, Gross	111,250
Discount	$ 11,250
Class of Warrant or Right Term	5 years
Warrants to purchase (in shares)	33,918
Dr. A. Conte \| Note purchase agreement \| September 2018 Conte convertible note payable
Commercialization Agreement
Net cash proceeds	$ 100,000
Convertible debt, Gross	111,250
Discount	$ 11,250
Class of Warrant or Right Term	5 years
Warrants to purchase (in shares)	33,918
Exercise price (in dollars per share)	$ 1.23

Balance Sheet Components - Land, Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Land, Property and Equipment
Total property and equipment at cost	$ 934,276	$ 1,334,841
Accumulated depreciation	(173,659)	(112,773)
Property and equipment, net	760,617	1,222,068
Depreciation and amortization expense	1,319,003	584,339
Animal Health
Land, Property and Equipment
Depreciation and amortization expense	60,886	60,124
Land
Land, Property and Equipment
Total property and equipment at cost	396,247	396,247
Lab equipment
Land, Property and Equipment
Total property and equipment at cost	410,522	811,087
Amount reclassified to other assets	(407,092)
Clinical equipment
Land, Property and Equipment
Total property and equipment at cost	64,870	64,870
Software
Land, Property and Equipment
Total property and equipment at cost	$ 62,637	$ 62,637

Balance Sheet Components - Goodwill (Details) - USD ($)	12 Months Ended
Balance Sheet Components - Goodwill (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Goodwill
Beginning balance	$ 5,210,821
Goodwill acquired in conjunction with the Napo merger		$ 22,037,821
Impairment	(5,210,821)	(16,827,000)
Ending balance		5,210,821
Goodwill impairment loss	$ 5,210,821	$ 16,827,000

Balance Sheet Components - Intangible assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Intangible assets
Impairment	$ 0	$ (2,300,000)
Total intangible assets, net	31,710,556	33,397,222
Impairment	$ 0	2,300,000
Estimated useful life	15 years
Amortization expense	$ 1,686,657	702,778
Developed technology
Intangible assets
Total intangible assets	25,000,000	25,000,000
Accumulated amortization	(2,361,111)	(694,445)
Total intangible assets, net	22,638,889	24,305,555
In process research and development
Intangible assets
Total intangible assets	8,800,000	11,100,000
Impairment		(2,300,000)
Total intangible assets, net	8,800,000	8,800,000
Impairment		2,300,000
Trademarks
Intangible assets
Total intangible assets	300,000	300,000
Accumulated amortization	(28,333)	(8,333)
Total intangible assets, net	$ 271,667	$ 291,667

Balance Sheet Components - Future Amortization (Details)	Dec. 31, 2018 USD ($)
Estimated future amortization
2019	$ 1,686,667
2020	1,686,667
2021	1,686,667
2022	1,686,667
2023	1,686,667
Thereafter	14,477,222
Total	$ 22,910,557

Balance Sheet Components - Accrued Liabilities (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Accrued compensation and related:
Accrued vacation	$ 287,326	$ 264,304
Accrued payroll	300,040	150
Accrued payroll tax	57,306	30,617
Accrued interest	917,482	659,961
Accrued consulting	660,370	1,785
Accrued research and development costs	106,607	668,850
Accrued legal costs	439,682
Accrued audit and tax services	96,150	40,000
Deferred rent		4,584
Accrued other	2,074,478	533,882
Total	$ 4,939,441	$ 2,204,133

Commitments and Contingencies - Operating Leases (Details)					1 Months Ended	12 Months Ended
	May 18, 2018 shares	Mar. 15, 2018	Dec. 14, 2017	Sep. 25, 2017 USD ($)	Jun. 30, 2018	Dec. 31, 2018 USD ($) Y $ / shares shares	Dec. 31, 2017 USD ($) shares	Mar. 12, 2018 shares	Mar. 11, 2018 shares
Commitments and Contingencies
Warrants to purchase (in shares) \| shares						759,396	1,036,717
Fair value of warrants included in stockholders equity							$ 630,859
Percentage of amount received to be paid to Glenmark				25.00%
Maximum amount to be received by Glenmark				$ 7,000,000
Payments made to date to Glenmark						$ 0
Payments made to date to SEED						0
Non-cancelable purchase orders						$ 1,500,000
Common stock, shares authorized \| shares	150,000,000							500,000,000	250,000,000
Reverse stock split ratio	0.0667				0.0667
Period to amend complaint from date of dismissal						20 days
Future minimum lease payments under non-cancellable operating leases
2019						$ 465,310
2020						357,079
Total minimum lease payments						822,389
Minimum
Commitments and Contingencies
Reverse stock split ratio	0.090909091	0.833333333
Maximum
Commitments and Contingencies
Reverse stock split ratio	0.066666667	0.1
SEED
Commitments and Contingencies
Percentage of revenue sharing commitment			15.00%
Percentage of revenue sharing commitment after first million dollars of revenue			20.00%
General and administrative expense
Commitments and Contingencies
Rent expense under non-cancelable operating lease						475,305	$ 361,114
Office lease extension agreement
Commitments and Contingencies
Monthly base rent for first twelve months						38,392
Monthly base rent for subsequent twelve months						39,544
Monthly base rent for final months						40,730
Standby letter of credit received as collateral						$ 475,000
Term						5 years
Warrants to purchase (in shares) \| shares						670,586
Exercise price (in dollars per share) \| $ / shares						$ 0.70
Fair value of warrant						$ 493,689
Fair value of warrants included in stockholders equity						493,688
Non-cash rent expense per month						$ 19,748
Office lease extension agreement \| Strike price
Commitments and Contingencies
Warrants - Measurement input \| $ / shares						0.84
Office lease extension agreement \| Expected life
Commitments and Contingencies
Warrants - Measurement input \| Y						5
Office lease extension agreement \| Volatility
Commitments and Contingencies
Warrants - Measurement input						132
Office lease extension agreement \| Risk free rate
Commitments and Contingencies
Warrants - Measurement input						2.77
Office lease extension agreement \| Dividend rate
Commitments and Contingencies
Warrants - Measurement input						0

Debt and Warrants - Convertible debt (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Convertible notes
Convertible debt, Gross	$ 11,294,770	$ 13,916,478
Less: unamortized debt discount and debt issuance costs	(55,600)	(261,826)
Net convertible debt obligation	11,239,170	13,654,652
Convertible debt – non-current, net discount		10,982,437
Convertible debt – current, net of discount	11,239,170	2,672,215
Interest expense on convertible debt	934,214	634,276
February 2015 Convertible debt
Convertible notes
Convertible debt, Gross		150,000
June 2017 Convertible debt
Convertible notes
Convertible debt, Gross	740,882	1,613,089
Less: unamortized debt discount and debt issuance costs	(55,600)
Net convertible debt obligation	685,282
Napo convertible debt
Convertible notes
Convertible debt, Gross	$ 10,553,888	$ 12,153,389

Debt and Warrants - February 2015 Convertible debt (Details) - USD ($)	1 Months Ended
	Mar. 31, 2018	Feb. 28, 2015
February 2015 Convertible debt
Debt and Warrants
Notes payable		$ 150,000
Repayments of Debt	$ 203,408
Convertible promissory note issued to Serious Change II LP
Debt and Warrants
Share issued for principal and interest payment	135,605

Debt and Warrants - June 2017 Convertible debt (Details)			3 Months Ended	12 Months Ended
	Aug. 02, 2018 USD ($)	Jun. 29, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 USD ($) item	Dec. 31, 2017 USD ($)	Jun. 30, 2017 USD ($)
Debt and Warrants
Proceeds from issuance of convertible debt				$ 474,000	$ 1,700,000
Derivative liability					11,000
Convertible debt			$ 11,239,170	11,239,170	13,654,652
Face value			11,294,770	11,294,770	13,916,478
Discounts			55,600	55,600	261,826
Chicago Venture Partners, L.P.
Debt and Warrants
Total standstill fee				$ 499,403
Number of notes for which standstill fee paid \| item				4
June 2017 Convertible debt
Debt and Warrants
Notes payable		$ 2,155,000
Original issue discount		425,000
Debt legal fee		30,000
Proceeds from issuance of convertible debt		$ 1,700,000
Interest rate (as a percent)		8.00%
Automatic increase in interest rate at the event of default		17.00%
Maximum aggregate redemption amount	$ 500,000
Standstill fee			63,296
Increase in principal balance of notes payable			37,296
Standstill fee paid in cash			26,000
Convertible debt			685,282	$ 685,282
Face value			740,882	740,882	1,613,089
Discounts			$ 55,600	55,600
June 2017 Convertible debt \| Other income and expense
Debt and Warrants
Change in fair value of derivative liability				$ 11,000
June 2017 Convertible debt \| Current liabilities
Debt and Warrants
Fair value of derivative liability due to repayment of mandatory default		$ 15,000
Fair value of derivative liability due to interest rate increase feature		$ 5,000
Derivative liability					$ 11,000	$ 20,000

Debt and Warrants - Note Purchase Agreement (Details)			12 Months Ended
Debt and Warrants - Note Purchase Agreement (Details)	Oct. 10, 2018 USD ($)	Sep. 11, 2018 USD ($) Y shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) shares
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Net cash proceeds			$ 2,564,938	$ 1,100,000
Convertible debt, Gross			11,294,770	13,916,478
Loss on extinguishment of debt			$ (544,444)	$ (477,054)
Warrants to purchase (in shares) \| shares			759,396	1,036,717
Common Stock
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Shares issued (in shares) \| shares		75,000
Common stock fair value		$ 48,000
September 2018 L2 convertible note payable
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Common stock fair value			$ 48,000
Note purchase agreement \| September 2018 L2 convertible note payable
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Notes payable		455,000
Net cash proceeds		400,000
Convertible debt, Gross		455,000
Discount		$ 55,000
Interest rate (as a percent)		8.00%
Payment of debt	$ 455,000
Loss on extinguishment of debt	190,441
Term		5 years
Warrants to purchase (in shares) \| shares		185,417
Fair value of warrants		$ 100,330
Note purchase agreement \| September 2018 L2 convertible note payable \| Stock price
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input		0.64
Note purchase agreement \| September 2018 L2 convertible note payable \| Strike price
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input		0.90
Note purchase agreement \| September 2018 L2 convertible note payable \| Expected life
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input \| Y		5
Note purchase agreement \| September 2018 L2 convertible note payable \| Discount rate
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input		2.9
Note purchase agreement \| September 2018 L2 convertible note payable \| Volatility
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input		132
Note purchase agreement \| September 2018 Conte convertible note payable
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Notes payable		$ 111,250
Net cash proceeds		100,000
Convertible debt, Gross		111,250
Discount		$ 11,250
Interest rate (as a percent)		8.00%
Loss on extinguishment of debt	$ 27,883
Term		5 years
Warrants to purchase (in shares) \| shares		33,918
Fair value of warrants		$ 17,819
Note purchase agreement \| September 2018 Conte convertible note payable \| Stock price
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input		0.64
Note purchase agreement \| September 2018 Conte convertible note payable \| Strike price
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input		1.23
Note purchase agreement \| September 2018 Conte convertible note payable \| Expected life
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input \| Y		5
Note purchase agreement \| September 2018 Conte convertible note payable \| Discount rate
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input		2.9
Note purchase agreement \| September 2018 Conte convertible note payable \| Volatility
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Warrants - Measurement input		132

Debt and Warrants - March 2017 Convertible debt (Details) - Napo - Exchangeable note purchase agreement	1 Months Ended
	Mar. 31, 2017 USD ($) tranche Lender
Debt and Warrants
Number of lenders, agreement \| Lender	2
Notes payable	$ 1,312,500
Number of tranches \| tranche	2
Value of each tranche	$ 525,000
Face amount of each tranche	$ 656,250
Interest rate (as a percent)	3.00%
Fair value of notes	$ 1,312,500

Debt and Warrants - Amendment to Note Purchase Agreement and Notes (Details)				1 Months Ended	12 Months Ended
	May 23, 2018 USD ($)	Mar. 23, 2018 USD ($) Y item $ / shares	Feb. 16, 2018 USD ($) shares	Dec. 31, 2017 USD ($) item $ / shares shares	Dec. 31, 2018 USD ($)	Nov. 30, 2017 $ / shares	Dec. 31, 2016 USD ($)
Conversion option liability \| Level 3 \| Recurring
Debt and Warrants
Increase to the fair value of the conversion option liability					$ 174,754
Conversion option liability written off					$ 286,595
Convertible note purchase agreement
Debt and Warrants
Notes payable							$ 12,500,000
First Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo
Debt and Warrants
Conversion price (in dollars per share) \| $ / shares				$ 0.20
Strike price (in dollars per share) \| $ / shares				$ 0.14
First Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Dividend rate
Debt and Warrants
Conversion option liability \| item				0.0000
First Amendment to Note Purchase Agreement and Notes \| Convertible note purchase agreement \| Napo
Debt and Warrants
Notes payable				$ 1,170,950
First Amendment to Note Purchase Agreement and Notes \| Convertible note purchase agreement \| Conversion option liability \| Napo
Debt and Warrants
Percent of increase in the principal amount				12.00%
Conversion price (in dollars per share) \| $ / shares				$ 0.20		$ 0.56
Issuance of common stock in exchange for services (in shares) \| shares				166,139
Partial redemption of convertible notes				$ 299,050
Second Amendment to Note Purchase Agreement and Notes \| Napo
Debt and Warrants
Notes payable			$ 435,950
Accrued interest on notes payable			$ 18,063
Shares issued to creditors \| shares			252,230
Principal paid		$ 735,000
Interest paid		$ 20,699
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo
Debt and Warrants
Strike price (in dollars per share) \| $ / shares		$ 0.21
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Level 3 \| Recurring
Debt and Warrants
Increase to the fair value of the conversion option liability	$ 174,754	$ 174,754
Conversion option liability written off	$ 286,595	$ 286,595
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Stock price
Debt and Warrants
Conversion option liability \| $ / shares		0.21
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Expected life
Debt and Warrants
Conversion option liability \| Y		0.11
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Volatility
Debt and Warrants
Conversion option liability \| item		2.8816
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Risk free rate
Debt and Warrants
Conversion option liability \| item		0.0169
Second Amendment to Note Purchase Agreement and Notes \| Conversion option liability \| Napo \| Dividend rate
Debt and Warrants
Conversion option liability \| item		0.0000

Debt and Warrants - December 2016 Convertible debt (Details)		1 Months Ended
	Mar. 16, 2018 USD ($) shares	Aug. 31, 2018 USD ($) shares	Jul. 31, 2017 USD ($) Lender	Dec. 31, 2016 USD ($) $ / shares Lender	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Jun. 30, 2017 USD ($)
Convertible promissory notes, December 2016
Debt and Warrants
Notes payable				$ 2,500,000
Number of lenders \| Lender				3
Proceeds from issuance of convertible debt				$ 2,000,000
Unamortized note discount				$ 500,000
Conversion price (in dollars per share) \| $ / shares				$ 0.925
Revised principal value of debt							$ 2,625,338
Annual percentage of conversion				0.33%
Fair value of notes				$ 11,161,000
Difference between the fair value of the notes and the principal balance				$ 1,035,661
Amortization period of such difference amount				29 months
Contra interest expenses				$ 178,562
Interest Payable	$ 534,775	$ 479,808
Debt legal fee	$ 169,950
Shares issued (in shares) \| shares	285,694	320,743
Convertible promissory notes, December 2016 \| Convertible Long-term Debt
Debt and Warrants
Unamortized balance of notes payable					$ 10,553,888	$ 10,982,438
Convertible note purchase agreement
Debt and Warrants
Notes payable				$ 12,500,000
Interest rate (as a percent)			10.00%
Debt instrument, frequency of periodic payment			six-month
Accrued interest capitalized to principal of debt							$ 125,338
Convertible promissory notes, July 2017
Debt and Warrants
Notes payable			$ 7,500,000
Number of lenders \| Lender			4
Proceeds from issuance of convertible debt			$ 6,000,000
Unamortized note discount			$ 1,500,000

Debt and Warrants - Notes Payable (Details) - USD ($)	12 Months Ended
Debt and Warrants - Notes Payable (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Notes payable
Convertible debt, Gross	$ 11,294,770	$ 13,916,478
Less: unamortized debt discount and net issuance costs	(55,600)	(261,826)
Net convertible debt obligation	11,239,170	13,654,652
Interest expense on notes payable	934,214	634,276
Interest payable	917,482	659,961
Notes payable
Notes payable
Convertible debt, Gross	5,180,857	1,587,500
Less: unamortized debt discount and net issuance costs	(335,282)	(446,347)
Net convertible debt obligation	4,845,575	1,141,153
Interest expense on notes payable	1,531,451	49,287
December 2017 note payable \| Notes payable
Notes payable
Convertible debt, Gross	1,673,237	$ 1,587,500
February 2018 note payable \| Notes payable
Notes payable
Convertible debt, Gross	2,359,750
March 2018 note payable \| Notes payable
Notes payable
Convertible debt, Gross	$ 1,147,870

Debt and Warrants - Securities Purchase Agreement (Details)					3 Months Ended	12 Months Ended
	Aug. 02, 2018 USD ($)	Mar. 21, 2018 USD ($)	Feb. 26, 2018 USD ($)	Dec. 08, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 USD ($) item	Dec. 31, 2017 USD ($)	Sep. 30, 2018 USD ($)
Debt and Warrants
Proceeds from issuance of notes payable						$ 2,564,938	$ 1,100,000
Convertible debt					$ 11,239,170	11,239,170	13,654,652
Convertible Notes Payable Gross					11,294,770	11,294,770	13,916,478
Discounts					55,600	55,600	261,826
Convertible debt – current, net of discount					11,239,170	11,239,170	2,672,215
Principal less discount					11,294,770	11,294,770	13,916,478
Loss on extinguishment of debt						(544,444)	$ (477,054)
Chicago Venture Partners, L.P.
Debt and Warrants
Total standstill fee						$ 499,403
Number of notes for which standstill fee paid \| item						4
Securities purchase agreement \| Promissory Note, December 08, 2017 \| Chicago Venture Partners, L.P.
Debt and Warrants
Notes payable				$ 1,587,500
Aggregate purchase price				1,100,000
Original issue discount				462,500
Transaction expenses				$ 25,000
Interest rate (as a percent)				8.00%
Convertible debt					1,548,829	$ 1,548,829
Convertible Notes Payable Gross					1,673,237	1,673,237
Discounts					124,408	124,408
Maximum aggregate redemption amount	$ 500,000
Principal less discount					1,673,237	1,673,237
Standstill fee					141,737
Increase in principal balance of notes payable					85,737
Standstill fee paid in cash					56,000
Securities purchase agreement \| February 2018 note payable \| Chicago Venture Partners, L.P.
Debt and Warrants
Notes payable			$ 2,240,909
Proceeds from issuance of notes payable			1,560,000
Original issue discount			655,909
Transaction expenses			$ 25,000
Interest rate (as a percent)			8.00%
Convertible debt – current, net of discount					2,359,750	2,359,750		$ 2,290,865
Additional financing costs								68,885
Standstill fee					198,841
Increase in principal balance of notes payable					118,841
Standstill fee paid in cash					80,000
Loss on extinguishment of debt					102,296
Securities purchase agreement \| March 2018 note payable \| Chicago Venture Partners, L.P.
Debt and Warrants
Notes payable		$ 1,090,341
Proceeds from issuance of notes payable		750,000
Original issue discount		315,341
Transaction expenses		$ 25,000
Interest rate (as a percent)		8.00%
Convertible Notes Payable Gross					1,147,870	1,147,870
Convertible debt – current, net of discount								1,005,800
Principal less discount					1,147,870	$ 1,147,870
Additional financing costs								$ 141,990
Standstill fee					95,529
Increase in principal balance of notes payable					57,529
Standstill fee paid in cash					38,000
Loss on extinguishment of debt					$ 223,824

Debt and Warrants - Securities Purchase Agreement Error Corrections (Details) - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Errors in accounting
Other expense			$ 315,691	$ 88,549
Short-term notes payable			$ 4,845,575	$ 1,141,153
Adjustment \| Restructuring Of Notes Payable [Member] \| Chicago Venture Partners, L.P.
Errors in accounting
Other expense	$ 322,000	$ (798,000)
Short-term notes payable	$ (476,000)	$ (798,000)

Debt and Warrants - Long-term Debt (Details) - USD ($)						1 Months Ended		4 Months Ended	12 Months Ended
Debt and Warrants - Long-term Debt (Details) - USD ($)	Aug. 01, 2018	Mar. 23, 2018	Jul. 07, 2017	Apr. 21, 2016	Aug. 31, 2015	Oct. 31, 2017	Aug. 31, 2015	Apr. 30, 2016	Dec. 31, 2018	Dec. 31, 2017	Mar. 01, 2016
Long-term debt
Current portion of long-term debt										$ 1,609,244
Interest expense on convertible debt									$ 934,214	634,276
Balloon amount payable on August 1, 2018	$ 600,000
Interest-only payments, term						3 months		4 months
Long Term Debt [Member]
Long-term debt
Interest expense on convertible debt									$ 99,300	526,069
Loan And Security Agreement [Member]
Long-term debt
Debt and unpaid accrued end-of-term payment										1,636,639
Unamortized note discount					$ 134,433		$ 134,433			6,615
Unamortized debt issuance costs										(20,780)
Total										1,609,244
Current portion of long-term debt										$ 1,609,244
Stand-by line of credit					8,000,000		$ 8,000,000
Initial loan commitment					$ 6,000,000
Term of agreement							3 years
Interest rate (as a percent)											9.90%
Effective interest rate					15.00%		15.00%
Repayment of loan from restricted cash				$ 1,500,000
Debt Agreement Third Amendment [Member]
Long-term debt
Repayment of loan from restricted cash			$ 1,000,000
Principal paid		$ 689,345
Interest paid		4,471
Cash proceeds		$ 600,000

Debt and Warrants - Warrant activity (Details) - shares	12 Months Ended
Debt and Warrants - Warrant activity (Details) - shares	Dec. 31, 2018	Dec. 31, 2017
Warrant Activity
Beginning balance	321,314	397,904
Warrants granted	2,166,588	106,376
Warrants exercised		(60,553)
Warrants cancelled	(60,249)	(122,413)
Ending balance	2,427,653	321,314

Debt and Warrants - Warrants (Details)		1 Months Ended				5 Months Ended	7 Months Ended	12 Months Ended
Debt and Warrants - Warrants (Details)	Sep. 11, 2018 shares	Oct. 31, 2018 Y $ / shares shares	Aug. 31, 2018 USD ($) Y $ / shares shares	Jul. 31, 2017 $ / shares shares	Nov. 30, 2016 USD ($) Y $ / shares shares	Dec. 31, 2018 USD ($) Y $ / shares shares	Jul. 31, 2018 shares	Dec. 31, 2018 USD ($) Y $ / shares shares	Dec. 31, 2017 USD ($) Y shares
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)						759,396		759,396	1,036,717
Warrant liability \| $						$ 220,376		$ 220,376	$ 103,860
Warrants granted								2,166,588	106,376
Warrants exercised									60,553
Warrants expired								60,249	122,413
Change in warrant liability \| $								$ (331,016)	$ (695,341)
Series A warrants and placement agent warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| Y					5.5
Series A warrants and placement agent warrants \| Volatility
Warrant Activity
Warrants - Measurement input					71.92
Series A warrants and placement agent warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input					1.87
Series A Warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Shares issued (in shares)					111,111
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)					111,111
Change in fair value of derivative liability \| $								96,472
Warrant liability \| $					$ 756,001	$ 7,388		$ 7,388	$ 103,860
Series A Warrants \| Strike price
Warrant Activity
Warrants - Measurement input					11.25	11.25		11.25	11.25
Series A Warrants \| Stock price
Warrant Activity
Warrants - Measurement input						0.23		0.23	0.14
Series A Warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| Y						3.41		3.41	4.41
Series A Warrants \| Volatility
Warrant Activity
Warrants - Measurement input						135.63		135.63	96.36
Series A Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input						2.46		2.46	2.14
Placement agent Warrants
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)					8,889
Placement agent Warrants \| Strike price
Warrant Activity
Warrants - Measurement input \| $ / shares					11.25
Series B warrants
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)					111,111
Series C warrants
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)					111,111
Financing Warrants
Warrant Activity
Number of warrants issued to purchase shares of common stock (in shares)			30,000
Term			5 years
Warrants expired			17,582
Financing Warrants \| Strike price
Warrant Activity
Warrants - Measurement input \| $ / shares			1.06
Financing Warrants \| Stock price
Warrant Activity
Warrants - Measurement input \| $ / shares			1.06
Financing Warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| Y			5
Financing Warrants \| Volatility
Warrant Activity
Warrants - Measurement input			126
Financing Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input			3.83
Underwriter Warrants
Warrant Activity
Exercise price (in dollars per share) \| $ / shares		$ 0.75
Warrant liability \| $						$ 212,988		$ 212,988
Warrants granted		1,200,000
Warrants expired		611,286
Change in warrant liability \| $								$ 398,298
Underwriter Warrants \| Strike price
Warrant Activity
Warrants - Measurement input		0.75				0.75		0.75
Underwriter Warrants \| Stock price
Warrant Activity
Warrants - Measurement input		0.59				0.23		0.23
Underwriter Warrants \| Expected life
Warrant Activity
Warrants - Measurement input \| Y		5				4.76		4.76
Underwriter Warrants \| Volatility
Warrant Activity
Warrants - Measurement input		137.87				135.63		135.63
Underwriter Warrants \| Risk free rate
Warrant Activity
Warrants - Measurement input		2.51				2.51		2.51
License Transaction Warrants Member
Warrant Activity
Warrants exercised						33,333	66,667
Warrants expired			6,312
License Transaction Warrants Member \| Strike price
Warrant Activity
Warrants - Measurement input \| $ / shares			1.06
License Transaction Warrants Member \| Stock price
Warrant Activity
Warrants - Measurement input \| $ / shares			1.06
License Transaction Warrants Member \| Expected life
Warrant Activity
Warrants - Measurement input \| Y			5
License Transaction Warrants Member \| Volatility
Warrant Activity
Warrants - Measurement input			126
License Transaction Warrants Member \| Risk free rate
Warrant Activity
Warrants - Measurement input			3.83
Minimum \| Financing Warrants
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Amount of shares issued \| $			$ 3,000,000
Common Stock
Convertible Promissory Notes and Common Stock Warrants [Line Items]
Shares issued (in shares)	75,000
Share issue price (in dollars per share) \| $ / shares						$ 0.23		$ 0.23
Napo
Warrant Activity
Fair value of warrants \| $						$ 630,859		$ 630,859
Warrants granted				81,649
Napo \| Strike price
Warrant Activity
Warrants - Measurement input \| $ / shares						0.08		0.08
Napo \| Stock price
Warrant Activity
Warrants - Measurement input \| $ / shares						0.56		0.56
Napo \| Warrants Expired, December 31, 2018
Warrant Activity
Warrants expired								9,696
Napo \| Warrants Expired, December 31, 2025
Warrant Activity
Warrants expired								71,953
Napo \| Minimum \| Expected life
Warrant Activity
Warrants - Measurement input \| Y						1.42		1.42
Napo \| Minimum \| Volatility
Warrant Activity
Warrants - Measurement input						75.07		75.07
Napo \| Minimum \| Risk free rate
Warrant Activity
Warrants - Measurement input						1.28		1.28
Napo \| Maximum \| Expected life
Warrant Activity
Warrants - Measurement input \| Y						8.42		8.42
Napo \| Maximum \| Volatility
Warrant Activity
Warrants - Measurement input						110.03		110.03
Napo \| Maximum \| Risk free rate
Warrant Activity
Warrants - Measurement input						2.14		2.14
Napo \| Common Stock
Warrant Activity
Exercise price (in dollars per share) \| $ / shares				$ 1.20
Private Placement
Warrant Activity
Exercise price (in dollars per share) \| $ / shares					$ 11.25

Convertible Preferred Stock (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
Convertible Preferred Stock (Details) - USD ($)	Mar. 31, 2018	Mar. 31, 2018	Mar. 31, 2021	Dec. 31, 2018	Dec. 31, 2017
Liquidation value				$ 9,199,002
Convertible preferred stock, shares outstanding				5,524,926	0
Deemed dividend attributable to Series A convertible preferred stock				$ 995,000
Forecast \| Maximum
Product revenue			$ 22,000,000
Average VWAP of common stock for the 30 days prior to Measurement Date			$ 1.00
Series A convertible participating preferred stock
Redemption value	$ 12,738,822	$ 12,738,822
Liquidation value	$ 9,199,002	$ 9,199,002
Redemption price per share	$ 2.3057	$ 2.3057
Stock price (in dollars per share)	$ 0.205	$ 0.205
Beneficial Conversion Feature		$ 995,000
Issuance of common stock in exchange for redemption of convertible preferred stock (in shares)		49,724,334
Convertible preferred stock, shares outstanding	5,524,926	5,524,926
Deemed dividend attributable to Series A convertible preferred stock				$ 995,000
Sagard Capital Partners, L.P. \| Series A convertible participating preferred stock
Conversion ratio	9	9
Effective conversion price	$ 0.185
Original price per share	$ 1.665
Minimum holding percent of the shares after conversion	19.99%
Maximum period from date of issuance	1 year
Second Amendment to Note Purchase Agreement and Notes \| Sagard Capital Partners, L.P. \| Series A convertible participating preferred stock \| Private Placement
Shares issued (in shares)	5,524,926
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Amount of shares issued	$ 9,000,002

Stockholders' Equity (Details) $ / shares in Units, $ in Millions				1 Months Ended		12 Months Ended
	Sep. 11, 2018 shares	May 18, 2018 shares	Jul. 31, 2017 item	Oct. 31, 2018 USD ($) $ / shares shares	Jun. 30, 2018 shares	Dec. 31, 2018 shares	Dec. 31, 2017 shares	Mar. 12, 2018 shares	Mar. 11, 2018 shares
Stockholders’ Equity
Number of voting rights entitled for each share of common stock held \| item			1
Reverse stock split ratio		0.0667			0.0667
Common stock, shares authorized		150,000,000						500,000,000	250,000,000
Number of pre-funded warrants issued						2,166,588	106,376
Shares of common stock reserved for issuance
Options issued and outstanding						2,944,148	2,984,304
Options available for grant under stock option plans						162,892	513,385
RSUs awards issued and outstanding						392,904	392,923
Warrants issued and outstanding						2,427,653	443,756
Convertible notes						759,396	1,036,717
Total						6,895,858	5,371,085
Inducement options
Shares of common stock reserved for issuance
Options issued and outstanding						208,865
Blank check preferred stock
Stockholders’ Equity
Common stock, shares authorized					10,000,000
October 2018 Equity Financing
Stockholders’ Equity
Shares issued (in shares)				11,575,001
Purchase price of common stock (as per shares) \| $ / shares				$ 0.60
Number of pre-funded warrants issued				3,425,000
Warrants Issued Price Per Share \| $ / shares				$ 0.59
Gross proceeds from issuance of common stock \| $				$ 9.0
Exercise price (in dollars per share) \| $ / shares				$ 0.01
Proceeds from warrant exercise \| $				$ 7.2
Common Stock
Stockholders’ Equity
Common stock, shares authorized					210,000,000
Shares issued (in shares)	75,000
Common Stock \| Common stock - voting
Stockholders’ Equity
Common stock, shares authorized					150,000,000	150,000,000	250,000,000
Common Stock \| Common stock - non-voting
Stockholders’ Equity
Common stock, shares authorized					50,000,000	50,000,000	50,000,000
Common Stock \| October 2018 Equity Financing \| Common stock - voting
Stockholders’ Equity
Number of pre-funded warrants issued						3,425,000
Convertible non-voting common stock
Stockholders’ Equity
Reverse stock split ratio						1

Stock Based Compensation - Summary of Stock Incentive Plans (Details) - USD ($)		12 Months Ended
	May 12, 2015	Dec. 31, 2018	Dec. 31, 2017
Shares Available for Grant
Beginning balance (in shares)		513,385
Ending balance (in shares)		162,892	513,385
Stock Options Outstanding
Beginning balance (in shares)		2,984,304
Ending balance (in shares)		2,944,148	2,984,304
RSUs Outstanding
Beginning balance (in shares)		392,923
Ending balance (in shares)		392,904	392,923
Options vested, exercisable and expected to vest
Options exercised (in shares)		0	0
Weighted average grant date fair value of stock options granted (in dollars per share)		$ 1.60	$ 1.95
Number of options vested (in shares)		881,314	687,634
Weighted average fair value of options vested on grant date		$ 2,055,576	$ 712,718
Stock-based compensation expense		$ 2,023,874	$ 814,613
Inducement options
Stock Options Outstanding
Options granted (in shares)		209,531
Ending balance (in shares)		208,865
Options vested, exercisable and expected to vest
Weighted average grant date fair value of stock options granted (in dollars per share)		$ 1.34
Stock-based compensation expense		$ 52,577
Common Stock
Options vested, exercisable and expected to vest
Share Price		$ 0.23
2013 Plan
Stock Based Compensation
Option shares outstanding		33,769
2014 Plan
Shares Available for Grant
Beginning balance (in shares)		3,619
Additional shares authorized (in shares)		2,877,766
Options granted (in shares)		(2,868,673)
Options cancelled (in shares)		150,180
Ending balance (in shares)		162,892	3,619
Stock Options Outstanding
Beginning balance (in shares)		229,575
Options granted (in shares)		2,868,673
Options cancelled (in shares)		(154,100)
Ending balance (in shares)		2,944,148	229,575
RSUs Outstanding
Beginning balance (in shares)		392,904
Ending balance (in shares)		392,904	392,904
Weighted Average Stock Option Exercise Price
Beginning balance (in dollars per share)		$ 28.05
Options granted (in dollars per share)		1.60
Options cancelled (in dollars per share)		4.57
Ending balance (in dollars per share)		$ 5.81	$ 28.05
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life (Years)		9 years 2 months 27 days	8 years 3 months 22 days
Options vested, exercisable and expected to vest
Options vested and exercisable (in shares)		616,309
Options vested and exercisable (in dollars per share)		$ 10.86
Options vested and exercisable (in years)		8 years 10 months 24 days
Options vested and expected to vest (in shares)		2,849,994
Options vested and expected to vest (in dollars per share)		$ 6.02
Options vested and expected to vest (in years)		9 years 2 months 27 days
2014 Plan \| Stock options
Stock Based Compensation
Increase in share reserve based on outstanding number of shares (as a percent)	2.00%

Stock Based Compensation - Stock-Based Compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Stock Based Compensation
Total stock-based compensation expense	$ 2,023,874	$ 814,613
Research and development expense
Stock Based Compensation
Total stock-based compensation expense	579,641	216,932
Sales and marketing expense
Stock Based Compensation
Total stock-based compensation expense	96,730	32,325
General and administrative expense
Stock Based Compensation
Total stock-based compensation expense	1,347,503	$ 565,356
Stock options and RSUs
Stock Based Compensation
Unrecognized stock-based compensation expense	$ 2,860,071
Expected weighted average period to be recognized	2 years
Minimum \| Non-employee stock options
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Weighted-average volatility (as a percent)	83.60%	85.40%
Weighted-average expected term (years)	9 years 1 month 6 days	9 years 9 months 18 days
Risk-free interest rate (as a percent)	2.60%	2.40%
Minimum \| Employee stock options
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Weighted-average volatility (as a percent)	87.40%	74.30%
Weighted-average expected term (years)	5 years 1 month 6 days	5 years 1 month 6 days
Risk-free interest rate (as a percent)	2.60%	2.00%
Maximum \| Non-employee stock options
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Weighted-average volatility (as a percent)	89.20%	85.70%
Weighted-average expected term (years)	9 years 8 months 12 days	10 years
Risk-free interest rate (as a percent)	3.00%	2.50%
Maximum \| Employee stock options
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model
Weighted-average volatility (as a percent)	105.90%	90.50%
Weighted-average expected term (years)	5 years 9 months 18 days	5 years 9 months 18 days
Risk-free interest rate (as a percent)	2.90%	2.30%

Stock Based Compensation - 401(k) Plan (Details)	12 Months Ended
Stock Based Compensation - 401(k) Plan (Details)	Dec. 31, 2018 USD ($)
401(k) Plan
Employer contributions to the plan	$ 0

Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Calculation of basic and diluted net loss per common share
Net loss attributable to common stockholders (basic)	$ (32,146,057)	$ (21,968,614)
Shares used to compute net loss per common share, basic and diluted	14,681,044	2,895,729
Net loss per share attributable to common stockholders, basic and diluted	$ (2.19)	$ (7.59)

Net Loss Per Share Attributable to Common Stockholders- Excluded From Calculation (Details) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Outstanding common stock equivalents have been excluded from diluted net loss per common share
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares)	5,764,705	14,158,537
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)	2,944,148	3,444,663
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)	2,427,653	4,820,025
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)	392,904	5,893,849

Income Taxes - Tax benefit (Details) - USD ($)	12 Months Ended
Income Taxes - Tax benefit (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Income Taxes
Net loss and comprehensive loss	$ (32,146,057)	$ (21,968,614)
Net loss before income tax	$ (32,146,057)	(35,149,856)
Deferred:
Federal		(12,165,311)
State		(1,015,931)
Total deferred		(13,181,242)
Total provision for income taxes		$ (13,181,242)
Effective tax rate, differed from the federal statutory rate
Statutory rate (as a percent)	(21.00%)	(34.00%)
State taxes (as a percent)	(5.60%)	(2.20%)
Tax credits (as a percent)	(0.20%)	(0.20%)
Goodwill and Indefinite-lived Intangible Asset Impairment (as a percent)	3.40%	16.30%
Other (as a percent)	1.00%	3.60%
Effect of U.S. tax law change (as a percent)	0.00%	2.60%
Valuation allowance (as a percent)	22.40%	(23.60%)
Effective tax rate (as a percent)		(37.50%)
Non-current deferred tax assets:
Net operating losses	$ 12,156,279	$ 5,827,970
Tax credits	329,563	325,188
Stock compensation	1,479,325	1,198,657
Other	(573,441)	(312,949)
Gross non-current deferred tax assets	14,538,608	7,664,764
Valuation allowance	(8,512,820)	(1,625,782)
Net non-current deferred tax assets	6,025,788	6,038,982
Non-current deferred tax liabilities:
Fixed assets and intangibles	6,025,788	6,038,982
Net non-current deferred tax liability	6,025,788	$ 6,038,982
Increase in valuation allowance	6,887,038
Re-measurement of net deferred tax assets and deferred tax liabilities	914,534
corresponding change in valuation allowance	$ 914,534

Income Taxes - Net Operating Loss Carryover (Details)	Dec. 31, 2018 USD ($)
Federal
Net operating loss carryovers
Net operating loss carryovers	$ 43,770,861
California
Net operating loss carryovers
Net operating loss carryovers	$ 40,830,415

Income Taxes - Tax Credit Carryover (Details) - USD ($)	12 Months Ended
Income Taxes - Tax Credit Carryover (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Tax credit carryovers
Gross net operating loss	$ (30,823,968)	$ (34,247,060)
Federal
Tax credit carryovers
Gross net operating loss	99,989,021
California
Tax credit carryovers
Gross net operating loss	44,557,023
Research \| Federal
Tax credit carryovers
Tax credit carryovers	64,047
Reduction In Credit Carry forwards		$ 1,415,339
Research \| California
Tax credit carryovers
Tax credit carryovers	440,388
Reduction In Credit Carry forwards	$ 696,670

Income Taxes - Reconciliation (Details) - USD ($)	12 Months Ended
Income Taxes - Reconciliation (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Reconciliation of the beginning and ending amounts of unrecognized tax benefits
Gross Unrecognized Tax Benefit - Beginning Balance	$ 97,010	$ 113,073
Increases Related to Tax Positions from Prior Years	(20,607)	(55,960)
Increases Related to Tax Positions Taken During the Current Year	24,486	39,897
Gross Unrecognized Tax Benefit - Ending Balance	$ 100,889	$ 97,010

Segment Data (Details)	12 Months Ended
Segment Data (Details)	Dec. 31, 2018 USD ($) segment	Dec. 31, 2017 USD ($)
Segment Reporting Information [Line Items]
Number of operations segments \| segment	2
Number of reportable segments \| segment	2
Revenue from external customers	$ 4,416,145	$ 4,361,186
Segment profit (loss)	(32,146,057)	(21,968,614)
Segment assets	41,041,945	43,629,206
Human Health
Segment Reporting Information [Line Items]
Revenue from external customers	4,121,913	1,062,920
Segment profit (loss)	(12,337,529)	(14,860,754)
Segment assets	37,985,935	41,754,603
Animal Health
Segment Reporting Information [Line Items]
Revenue from external customers	294,232	3,298,266
Segment profit (loss)	(19,808,528)	(7,107,860)
Segment assets	54,893,593	36,807,184
Operating Segments
Segment Reporting Information [Line Items]
Segment assets	92,879,528	78,561,787
Segment Reconciling Items
Segment Reporting Information [Line Items]
Less: investment in subsidiary	(29,240,965)	(29,240,965)
Less: Intercompany loan	$ (22,596,618)	(2,000,000)
Less: intercompany receivable		$ (3,691,616)

Subsequent Events - Oasis Equity Lines (Details) - $ / shares	Apr. 01, 2019	Jan. 07, 2019	May 18, 2018	Mar. 12, 2018	Mar. 11, 2018
Subsequent Events.
Number of shares authorizes to issue			150,000,000	500,000,000	250,000,000
Original Equity Line Offering \| Securities purchase agreement \| Subsequent event
Subsequent Events.
Number of shares authorizes to issue		5,633,333
Number of shares offered		5,333,333
Number of commitment shares issued		300,000
Price per share		$ 0.75
Number of additional shares authorized to issue		8,000,000
Number of shares issued		8,000,000
April Equity Line Offering \| Securities purchase agreement \| Subsequent event
Subsequent Events.
Number of shares authorizes to issue	20,000,000
Price per share	$ 0.28
Number of shares issued	20,000,000

Subsequent Events - Offering of Notes and Warrants (Details) - March 2019 Promissory notes - Securities purchase agreement - Subsequent event - USD ($) $ in Millions	Apr. 04, 2019	Mar. 18, 2019
Subsequent Events.
Aggregate principal amount		$ 5.5
Principal amount of Notes issued	$ 1.9

Subsequent Events - CVP Notes Exchanges (Details) - Chicago Venture Partners, L.P. - Subsequent event $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($) shares
Subsequent Events.
Stock issued for reduction of debt \| shares	18,764,637
Reduction of debt \| $	$ 4.4

Subsequent Events - Sagard - Material Modifications to Rights of Security Holders (Details) - Subsequent event - Series A Preferred Stock - $ / shares	Mar. 14, 2019	Mar. 13, 2019
Subsequent Events.
Conversion price per share	$ 2.775	$ 0.2775
Threshold period of volume weighted average price	30 days
Redemption price per share	$ 1.50	$ 15.00

Subsequent Events - Registered Direct Offering (Details) - USD ($)		12 Months Ended
	Mar. 24, 2019	Dec. 31, 2018	Dec. 31, 2017
Subsequent Events.
Number of warrants issued to purchase shares of common stock (in shares)		759,396	1,036,717
Reimbursement of expense		$ 2,117,550
Securities purchase agreement \| Registered Direct Offering \| Subsequent event
Subsequent Events.
Number of shares issued	1,331,332
Price per share	$ 0.20
Gross proceeds from issuance	$ 266,266
Placement agent fee, percentage of gross proceeds	8.00%
Management fee, percentage of gross proceeds	1.00%
Number of warrants issued to purchase shares of common stock (in shares)	53,253
Exercise price (in dollars per share)	$ 0.25
Reimbursement of expense	$ 25,000