Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 14, 2019 | |
Entity Registrant Name | Jaguar Health, Inc. | |
Entity Central Index Key | 0001585608 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Common stock - voting | ||
Entity Common Stock, Shares Outstanding | 66,334,017 | |
Common stock - non-voting | ||
Entity Common Stock, Shares Outstanding | 40,301,237 | |
Preferred Convertible Stock | ||
Entity Common Stock, Shares Outstanding | 5,524,926 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 2,571,778 | $ 2,568,191 |
Accounts receivable | 914,758 | 995,683 |
Other receivable | 2,296 | 6,118 |
Inventory | 2,960,048 | 3,342,177 |
Prepaid expenses and other current assets | 866,170 | 1,237,772 |
Total current assets | 7,315,050 | 8,149,941 |
Property and equipment, net | 745,405 | 760,617 |
Operating lease - right-of-use asset | 1,077,701 | |
Intangible assets, net | 31,288,889 | 31,710,556 |
Other assets | 235,488 | 420,831 |
Total assets | 40,662,533 | 41,041,945 |
Current liabilities: | ||
Accounts payable | 6,563,892 | 5,414,260 |
Accrued liabilities | 3,980,713 | 4,939,441 |
Warrant liability | 1,275,443 | 220,376 |
Convertible debt - current, net of discount | 11,149,944 | 11,239,170 |
Operating lease liability - current | 521,787 | |
Notes payable, net of discount | 1,258,546 | 4,845,575 |
Total current liabilities | 24,750,325 | 26,658,822 |
Operating lease liability - long-term | 116,328 | |
Total liabilities | 24,866,653 | 26,658,822 |
Commitments and contingencies (See Note 6) | ||
Series A convertible preferred stock: $0.0001 par value, 10,000,000 shares authorized at March 31, 2019 and December 31, 2018; 5,524,926 shares issued and outstanding at March 31, 2019 and December 31, 2018; (redemption value and liquidation preference of $12,738,822 and $9,199,002 at March 31, 2019 and December 31, 2018, respectively) | 9,000,002 | 9,000,002 |
Stockholders' equity: | ||
Additional paid-in capital | 109,640,556 | 99,927,410 |
Accumulated deficit | (102,854,650) | (94,550,779) |
Total stockholders' equity | 6,795,878 | 5,383,121 |
Total liabilities, convertible preferred stock and stockholders' equity | 40,662,533 | 41,041,945 |
Common stock - voting | ||
Stockholders' equity: | ||
Common stock value | 5,942 | 2,460 |
Common stock - non-voting | ||
Stockholders' equity: | ||
Common stock value | $ 4,030 | $ 4,030 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 5,524,926 |
Convertible preferred stock, shares outstanding | 5,524,926 | 5,524,926 |
Redemption value and liquidation preference | $ 12,738,822 | $ 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 | 150,000,000 |
Common stock, shares issued | 59,415,042 | 24,603,104 |
Common stock, shares outstanding | 59,415,042 | 24,603,104 |
Common Stock | Common stock - non-voting | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 40,301,237 | 40,301,237 |
Common stock, shares outstanding | 40,301,237 | 40,301,237 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
Total revenue | $ 1,589,733 | $ 804,356 |
Operating expenses | ||
Cost of product revenue | 864,943 | 464,161 |
Research and development | 1,421,360 | 757,866 |
Sales and marketing | 1,565,124 | 1,712,190 |
General and administrative | 3,513,414 | 2,998,400 |
Total operating expenses | 7,364,841 | 5,932,617 |
Loss from operations | (5,775,108) | (5,128,261) |
Interest expense | (547,130) | (602,022) |
Other income, net | 6,384 | 297,500 |
Change in fair value of warrants, derivative liability and conversion option liability | (46,057) | (263,854) |
Loss on extinguishment of debt | (1,941,960) | |
Net loss | (8,303,871) | (5,696,637) |
Deemed dividend attributable to preferred stock | 995,000 | |
Net loss attributable to common shareholders | $ (8,303,871) | $ (6,691,637) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.24) | $ (0.75) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 34,524,145 | 8,631,142 |
Product revenue, net | ||
Revenue | ||
Total revenue | $ 1,589,733 | $ 626,967 |
Collaboration revenue | ||
Revenue | ||
Total revenue | $ 177,389 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) | Private Investment in Public Entities March 2018Common StockCommon stock - voting | Private Investment in Public Entities March 2018Additional Paid-in Capital | Private Investment in Public Entities March 2018Series A Preferred Stock | Private Investment in Public Entities March 2018 | Private investment in public entities with new investorsCommon StockCommon stock - voting | Private investment in public entities with new investorsAdditional Paid-in Capital | Private investment in public entities with new investors | Private investment in public entities with existing investorsCommon StockCommon stock - voting | Private investment in public entities with existing investorsAdditional Paid-in Capital | Private investment in public entities with existing investors | Common StockCommon stock - voting | Common StockCommon stock - non-voting | Additional Paid-in Capital | Deficit Accumulated During the Development Stage | Series A Preferred Stock | Total |
Balance at Dec. 31, 2017 | $ 6,271 | $ 4,262 | $ 79,655,191 | $ (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, March 2018 | $ 72 | $ 1,305,702 | $ 1,305,774 | $ 48 | $ 750,052 | $ 750,100 | ||||||||||
Issuance of common stock, March 2018 (in shares) | 716,425 | 478,853 | ||||||||||||||
Issuance of common stock in exchange for redemption of convertible debt | $ 96 | 1,403,917 | 1,404,013 | |||||||||||||
Issuance of common stock in exchange for redemption of convertible debt (in shares) | 956,553 | |||||||||||||||
Issuance of common stock in exchange for services March 2018 | 6,425 | 6,425 | ||||||||||||||
Issuance of common stock in exchange for services March 2018 (in shares) | 3,333 | |||||||||||||||
Issuance of common stock in exchange for payment of interest expense, March 2018 | $ 29 | 704,696 | 704,725 | |||||||||||||
Issuance of common stock in exchange for payment of interest expense, March 2018 (in shares) | 285,694 | |||||||||||||||
Stock-based compensation | 272,243 | 272,243 | ||||||||||||||
Net loss | (5,696,637) | (5,696,637) | ||||||||||||||
Balance at Mar. 31, 2018 | $ 6,712 | $ 4,262 | 89,098,030 | (68,101,359) | 21,007,645 | |||||||||||
Ending Balance at Mar. 31, 2018 | $ 9,000,002 | |||||||||||||||
Balance (in shares) at Mar. 31, 2018 | 8,582,136 | 42,617,893 | 5,524,926 | |||||||||||||
Balance at Dec. 31, 2018 | $ 2,460 | $ 4,030 | 99,927,410 | (94,550,779) | 5,383,121 | |||||||||||
Beginning 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 | |||||||||||||
Increase (decrease) in Stockholders' Equity (Deficit) | ||||||||||||||||
Issuance of common stock, net of offering costs | $ 1,335 | 2,501,560 | 2,502,895 | |||||||||||||
Issuance of common stock, net of offering costs (in shares) | 13,333,333 | |||||||||||||||
Issuance of common stock in exchange of notes payable and accrued interest | $ 1,876 | 6,072,354 | 6,074,230 | |||||||||||||
Issuance of common stock in exchange of notes payable and accrued interest (in shares) | 18,764,637 | |||||||||||||||
Issuance of common stock in exchange of accrued interest, January 2018 | $ 138 | 446,591 | 446,729 | |||||||||||||
Issuance of common stock in exchange of accrued interest, January 2018 (in shares) | 1,382,636 | |||||||||||||||
Issuance of common stock, net of offering costs, March 2019 | $ 133 | 266,133 | 266,266 | |||||||||||||
Issuance of common stock, net of offering costs, March 2019 (in shares) | 1,331,332 | |||||||||||||||
Stock-based compensation | 426,508 | 426,508 | ||||||||||||||
Net loss | (8,303,871) | (8,303,871) | ||||||||||||||
Balance at Mar. 31, 2019 | $ 5,942 | $ 4,030 | $ 109,640,556 | $ (102,854,650) | 6,795,878 | |||||||||||
Ending Balance at Mar. 31, 2019 | $ 9,000,002 | $ 9,000,002 | ||||||||||||||
Balance (in shares) at Mar. 31, 2019 | 59,415,042 | 40,301,237 | 5,524,926 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (8,303,871) | $ (5,696,637) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 436,880 | 329,561 |
Interest paid on the conversion of debt to equity | 20,496 | |
Common stock issued in exchange for services rendered | 6,425 | |
Loss on extinguishment of debt | 1,941,960 | |
Amortization of operating lease right-of-use-assets | 56,575 | |
Stock-based compensation | 426,508 | 272,243 |
Amortization of debt issuance costs and debt discount | 178,180 | 403,824 |
Change in fair value of warrants, conversion option and derivative liability | 46,057 | 267,854 |
Changes in assets and liabilities | ||
Accounts receivable | 80,925 | 104,849 |
Other receivable | 3,822 | (1,034) |
Inventory | 382,130 | (255,703) |
Prepaid expenses and other current assets | 149,929 | 130,694 |
Other non-current assets | 27,172 | |
Deferred collaboration revenue | (177,389) | |
Operating lease liabilities | (93,235) | |
Accounts payable | 1,149,632 | (4,192,753) |
Accrued expenses | 51,762 | (834,123) |
Total cash used in operating activities | (3,465,574) | (9,621,693) |
Cash flows from investing activities | ||
Purchase of equipment | (6,527) | |
Total cash used in investing activities | (6,527) | |
Cash flows from financing activities | ||
Proceeds from issuance of notes payable | 800,000 | |
Proceeds from issuance of long term debt | 2,310,000 | |
Repayment of notes payable | (100,000) | (1,689,199) |
Proceeds from issuance of common stock through a stock purchase agreement with a private investor November 2017 | 1,305,774 | |
Issuance of common stock, January 2019, net | 266,266 | |
Total cash provided by financing activities | 3,469,161 | 16,676,677 |
Net increase in cash | 3,587 | 7,048,457 |
Cash at beginning of period | 2,568,191 | 759,867 |
Cash at end of period | 2,571,778 | 7,808,324 |
Supplemental schedule of non-cash financing and investing activities | ||
Interest paid on long-term debt | 19,344 | |
Deemed dividend attributable to preferred stock | 995,000 | |
Repayment of accrued interest on note payable by issuance of common stock | 446,729 | |
Repayment of Note Payable principle by issuance of common stock | 4,374,108 | |
Issuance of March 2019 letter of credit warrant | $ 116,297 | |
Issuance of warrants with Notes Payable | 892,713 | |
Private Investment in Public Entities December 2017 | ||
Cash flows from financing activities | ||
Proceeds from the issuance of common stock | 750,100 | |
Private Investment in Public Entities March 2018 | ||
Cash flows from financing activities | ||
Proceeds from the issuance of common stock | 5,000,000 | |
Proceeds from the issuance of convertible preferred stock, March 2018 | 9,199,002 | |
Issuance costs associated with the issuance of convertible preferred stock, March 2018 | (199,000) | |
Private Investment in Public Entities January to March 2019 | ||
Cash flows from financing activities | ||
Proceeds from the issuance of common stock | $ 2,502,895 | |
Jaguar Notes Payable | ||
Supplemental schedule of non-cash financing and investing activities | ||
Common stock issued as redemption of notes payable and related interest | 950,000 | |
Napo convertible debt | ||
Supplemental schedule of non-cash financing and investing activities | ||
Common stock issued as redemption of notes payable and related interest | $ 1,158,308 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization and Business | |
Organization and Business | 1. Organization and Business Jaguar Health, Inc. (“Jaguar”, “we” or the “Company”), formerly known as Jaguar Animal Health, Inc., was incorporated on June 6, 2013 (inception) in Delaware. The Company was a majority-owned subsidiary of Napo Pharmaceuticals, Inc. (“Napo” or the “Former Parent”) until the close of the Company's initial public offering on May 18, 2015. The Company was formed to develop and commercialize first-in-class gastrointestinal products for companion and production animals and horses. The Company's first commercial product, Neonorm Calf, was launched in 2014 and Neonorm Foal was launched in the first quarter of 2016. The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding in order to timely complete the development and commercialization of products. On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger dated March 31, 2017 by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo's representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as 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 retrospectively reflected in all voting and non-voting common stock, warrants, and common stock option shares disclosed in these condensed consolidated financial statements. The non-voting common stock and the convertible preferred stock were excluded from the reverse split. Liquidity and Going Concern The accompanying condensed 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 $102.9 million as of March 31, 2019. 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 securing additional financing. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis. The Company plans to finance its operations and capital funding needs through equity and/or debt financing, collaboration arrangements with other entities, as well as revenue from future product sales. However, there can be no assurance that additional funding will be available to the Company on acceptable terms on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs or ultimately achieve profitability. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of its products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the Company's ability to execute on its business plan. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the issuance date of the condensed consolidated financial statements. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. On January 7, 2019, Jaguar entered into a common stock purchase agreement with Oasis Capital, relating to an offering of an aggregate of up to 5,333,333 shares of common stock via an equity line of credit. Under the terms of the purchase agreement, the Company has the right to "put," or sell, up to 5,333,333 shares of common stock to Oasis Capital for an amount equal to the product of (i) the number of shares set forth on the applicable put notice (minus the deposit and clearing fees associated with such purchase) and (ii) a fixed price of $0.75 per share or such other price agreed upon between the Company and Oasis Capital. Jaguar had the option to increase the equity line of credit by an additional 8,000,000 shares of common stock by notifying Oasis Capital at any time after the effective date of the purchase agreement. In March 2019, Jaguar exercised this option. As of March 31, 2019, the Company had sold all of the 5,333,333 shares of common stock of the equity line and all 8,000,000 shares of common stock from the option to Oasis Capital. Between January through March 31, 2019, Jaguar entered into exchange agreements with Chicago Venture Partners L.P., pursuant to which the Company issued to CVP 18,764,637 shares of common stock, with a fair value of $6.1 million, in exchange for a reduction of approximately $4.4 million in the principal amount of the CVP Promissory Notes and $1.7 million in accrued interest thereon. In March 2019, Jaguar began entering into securities purchase agreements with selected accredited investors, pursuant to which the Company intends to issue up to $5.5 million aggregate principal amount of promissory notes to such Investors. As an inducement for entering into the Securities Purchase Agreement, each investor will also receive warrants exercisable for shares of the Company’s common stock. As of March 31, 2019, two Notes with an aggregate principal of $800,000 had been issued. In March 2019, Jaguar entered into a securities purchase agreement with Oasis Capital pursuant to which Jaguar agreed to issue and sell, in a registered public offering by Jaguar directly to Oasis, an aggregate of 1,331,332 shares of common stock at an offering price of $0.20 for gross proceeds of approximately $266,266. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and on a basis consistent with the annual consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2019, or for any other future annual or interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2018. There has been a material change to the Company's significant accounting policies during the three months ended March 31, 2019, as compared to the significant accounting policies described in Note 2 of the “Notes to Condensed Consolidated Financial Statements” in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. The Company adopted ACS 842 “Leases” and implemented a new policy to account for modifications of preferred stock using the model in ASC 470-50. Principals of Consolidation The condensed 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 subsidiary. All inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are 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. Concentrations Cash is the financial instrument that potentially subjects the Company to a concentration of credit risk as cash is deposited with a bank and cash balances are generally in excess of Federal Deposit Insurance Corporation insurance limits. The carrying value of cash approximates fair value at March 31, 2019 and December 31, 2018. For the three months ended March 31, 2019 and 2018, substantially all of the Company’s revenue has been derived from the sale of Mytesi. For the three months ended March 31, 2019, the Company earned Mytesi revenue primarily from two pharmaceutical distributors in the United States. For the three months ended March 31, 2018, the Company earned Mytesi revenue primarily from four 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 is as follows: Consolidated (percentage of total net sales) For the three months ended March 31, 2019 2018 Customer 1 68 % 20 % Customer 2 30 % — % Customer 3 — % 21 % Customer 4 — % 21 % Customer 5 — % 18 % Other* 2 % 20 % 100 % 100 % *- No other customer represented more than 10% of net sales 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: As of As of March 31, March 31, 2019 2018 Customer 1 75 % — % Customer 2 24 % 95 % Customer 3 1 % 5 % 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, accounts receivable, accounts payable, 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 3 for the fair value measurements. Inventories Inventories are stated at the lower of cost or net realizable value. The Company calculates inventory valuation adjustments when conditions indicate that net realizable value is less than cost due to physical deterioration, usage, obsolescence, reductions in estimated future demand or reduction in selling price. Inventory write-downs are measured as the difference between the cost of inventory and net realizable value. Land, Property and Equipment Land is stated at cost, reflecting fair value of the property at July 31, 2017, the date of the Napo merger. 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. Leases ASC Topic 842, Leases, requires lessees to recognize right-of-use assets and lease liabilities for all leases with a term of greater than 12 months regardless of their classification on the balance sheet and to provide expanded disclosures about leasing arrangements. The Company adopted Topic 842 effective January 1, 2019 using the optional transition method and did not restate comparative periods. There was no effect on accumulated deficit at adoption. The Company has elected the package of practical expedients to (i) not reassess whether expired or existing contracts are or contain leases, (ii) not reassess the lease classification for any expired or existing leases and (iii) not reassess the accounting for initial direct costs. The adoption of the new leases standard resulted in the following adjustments to the consolidated balance sheet as of January 1, 2019: December 31, 2018 Adoption Impact January 1, 2019 (unaudited) Operating lease right-of-use assets — 1,111,214 1,111,214 Operating leases liabilities, current portion — 336,647 336,647 Operating leases liabilities, long term — 394,703 394,703 Deferred rent 379,864 (379,864) — At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. Operating Lease The Company has a non-cancelable operating lease with CA-Mission Street Limited Partnership for its offices in San Francisco, California through September 1, 2020. The lease agreement calls for monthly base rents between $38,391 and $40,730 over the term of the lease. Prior to the Company’s adoption of ASC 842 on January 1, 2019, the Company recorded lease expense for its operating leases in accordance with ASC 840. 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 did not record an impairment of goodwill during the three months ended March 31, 2019 and 2018. 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 analyzed and determined that there was no impairment to IPR&D in the three months ended March 31, 2019 due to the January 2019 change in distributors from Mission to Cardinal Health. The Company did not record an impairment for indefinite-lived intangible assets during the three months ended March 31, 2019 and 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 Effective January 16, 2019, Napo Pharmaceuticals, Inc. engaged Cardinal Health as its exclusive third party logistics distribution agent for commercial sales for the Company’s Mytesi product and to perform certain other services which include, without limitation, storage, distribution, returns, customer support, financial support, EDI and system access support (Exclusive Distribution Agreement) . In addition to the terms and conditions of the Agreement, Cardinal Health’s purchase of products, and assumption of title therein, is set forth in the Title Model Addendum. The Title Model Addendum states that upon receipt of product at the 3PL Facility (Cardinal Health in La Vergne, Tennessee) from the Company, title and risk of loss for the Mytesi product purchased by Cardinal Health (excluding consigned inventory) shall pass to Cardinal Health, and title and risk of loss for consigned inventory shall remain with Client until purchased by Cardinal Health in accordance with this Addendum. Napo Pharmaceuticals, Inc. considers Cardinal Health the Company’s exclusive customer for Mytesi products per the Cardinal Health Exclusive Distribution agreement. Jaguar's Neonorm and Botanical extract products are primarily sold to distributors, who then sell the products to the end customers. Since 2014, the Company has entered into several distribution agreements with established distributors such as Animart, Vedco, VPI, RJ Matthews, Henry Schein, and Stockmen Supply to distribute the Company's products in the United States, Japan, and China. The distribution agreements and the related purchase 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 animal products sold by Jaguar Health, the single performance obligation identified above is the Company’s promise to transfer the Company’s animal products to distributors based on specified payment and shipping terms in the arrangement. Product warranties are assurance type warranties that do not represent a performance obligation. For the Company’s human product, Mytesi, which is sold by Napo Pharmaceuticals Inc., the single performance obligation identified above is the Company’s promise to transfer Mytesi to Cardinal Health, the Company’s exclusive distributor for the product, based on specified payment and shipping terms as outlined in the Exclusive Distribution Agreement. The product warranties are assurance type warranties that do 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 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 Cardinal wholesaler. Net revenues from the sale of Mytesi were $1,543,121 and $583,269 for the three months ended March 31, 2019 and 2018, respectively. Animal The Company recognized Neonorm revenues of $46,612 and $43,698 for the three months ended March 31, 2019 and 2018, 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. 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. Under the terms of the agreement, the Company received revenue of $0 and $177,389 in the three months ended March 31, 2019 and 2018, respectively. 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 approxim Comprehensive Income (Loss) 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 condensed consolidated financial statements. Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . This update expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. The amendments in ASU 2018-07 are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company adopted this standard on January 1, 2019, and this standard did not have a material impact on the Company’s financial position, results of operations or disclosures In August 2018, the FASB issued ASU 2018-15, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40) , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU2018-15 is effective for the Company in the first quarter of 2020. Early adoption is permitted. ASU2018-15 permits either a prospective or retrospective transition approach. The Company is currently evaluating ASU2018-15 to determine the impact to its condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) . The new guidance modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for the Company beginning in the first quarter of 2020 and must be adopted on a modified retrospective basis, with certain exceptions. Early adoption is permitted. The Company does not expect ASU 2018-13 to have a significant impact to its condensed consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements ASC 820 “Fair Value Measurements,” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: · Level 1— Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. · Level 2— Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model derived valuations whose significant inputs are observable. · Level 3— Unobservable inputs that reflect the reporting entity’s own assumptions. The following tables set forth the fair value of the Company’s financial instruments that were measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018. March 31, 2019 (unaudited) Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 1,275,443 $ 1,275,443 Total fair value $ — $ — $ 1,275,443 $ 1,275,443 December 31, 2018 Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 220,376 $ 220,376 Total fair value $ — $ — $ 220,376 $ 220,376 The change in the estimated fair value of Level 3 liabilities is summarized below: Three Months Ended March 31, 2019 Warrant Liability (unaudited) Beginning fair value of Level 3 liability $ 220,376 Additions 1,009,010 Extinguishment — Change in fair value 46,057 Ending fair value of Level 3 liability $ 1,275,443 Warrant Liability The warrants associated with the Level 3 warrant liability were the November 2016 Series A Warrants, the October 2018 Underwriter Warrants, the Notes Payable warrants and the LOC warrant, which at March 31, 2019 were valued at $10,994, $274,018, $874,134, and $116,297 respectively in the Company’s consolidated balance sheet. At December 31, 2018, the warrants associated with the Level 3 warrant liability were the November 2016 Series A Warrants, the October 2018 Underwriter Warrants, which were valued at $7,388 and $212,988, respectively in the Company’s consolidated balance sheet. 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 Series A warrant valuation of $10,994 at March 31, 2019 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.28, a strike price of $11.25 per share, an expected term of 3.16 years, volatility of 145.72% and a risk-free discount rate of 2.21%.The net change in the fair value of the warrants of $3,606 for the three months ended March 31, 2019 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 $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 October 2018 Underwriter Warrants valuation of $274,018 at March 31, 2019 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.28, a strike price of $0.75 per share, an expected term of 4.51 years, volatility of 145.72% and a risk-free discount rate of 2.23%. The net change in the fair value of the warrants of $61,030 for the three months ended March 31, 2019 is recorded in the change in fair value of warrants, derivative liability and conversion option liability in the consolidated statements of operations The Note Payable Warrants were issued in March 2019 with an initial valuation of $892,713, computed using the Black-Scholes-Merton pricing model using a stock price of $0.47, a strike price of $0.47 per share, an expected term of 5.0 years, volatility of 145.72% and a risk free discount rate of 2.42%. The Note Payable Warrants valuation of $874,134 at March 31, 2019 was computed using the Black-Scholes-Merton pricing model using a stock price of $0.28, a strike price of $0.47 per share, an expected term of 5.0 years, volatility of 145.72% and a risk-free discount rate of 2.23%. The net change in the fair value of the warrants of $18,579 for the three months ended March 31, 2019 is recorded in the change in fair value of warrants, derivative liability and conversion option liability in the consolidated statements of operations. The LOC Warrants were issued on March 29, 2019 with a valuation at issuance and at March 31, 2019 of $116,297, computed using the Black-Scholes-Merton pricing model using a stock price of $0.28, a strike price of $0.25 per share, an expected term of 5.0 years, volatility of 145.72% and a risk-free discount rate of 2.23%. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Components | |
Balance Sheet Components | 4. Balance Sheet Components Goodwill The change in the carrying amount of goodwill at March 31, 2019 and December 31, 2018 was as follows: March 31, December 31, 2019 2018 (unaudited) Beginning balance $ — $ 5,210,821 Impairment — (5,210,821) Ending balance $ — $ — Intangible assets Intangible assets at March 31, 2019 and December 31, 2018 consisted of the following: March 31, December 31, 2019 2018 (unaudited) Developed technology $ 25,000,000 $ 25,000,000 Accumulated developed technology amortization (2,777,778) (2,361,111) Developed technology, net 22,222,222 22,638,889 In process research and development 8,800,000 8,800,000 Trademarks 300,000 300,000 Accumulated trademark amortization (33,333) (28,333) Trademarks, net 266,667 271,667 Total intangible assets, net $ 31,288,889 $ 31,710,556 Amortization expense was $421,667 in the three months ended March 31, 2019 and 2018. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of March 31, 2019: Amounts $ 1,265,000 1,686,667 1,686,667 1,686,667 1,686,667 Thereafter 14,477,221 $ 22,488,889 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
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 6). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 6. Commitments and Contingencies On August 28, 2018, the Company entered into an office lease extension agreement for approximately 6,311 square feet of office space in San Francisco, CA. The term of the Lease began on September 1, 2018 and 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 5). 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 $493,688 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 rent will be recognized as non-cash rent expense. In December 2018, the Company did not meet a covenant per the terms of the $475,000 Letter of Credit, the result of which required the Company to issue a Letter of Credit of $122,000 to the shareholder who issued the original $475,000 letter of credit. In March 2019, the Company canceled the $122,000 letter of credit in lieu of issuing the shareholder a promissory note for that amount in April 2019, as well as issuing the shareholder a warrant (see Note 7). The Company recognizes lease expense on a straight-line basis over the non-cancelable lease period. Lease expense was $171,750 and $90,278 for the three months ended March 31, 2019 and 2018. Lease expense is included in general and administrative expense in the statements of operations. Asset transfer and transition commitment update On September 25, 2017, Napo entered into the Termination, Asset Transfer and Transition Agreement dated September 22, 2017 with Glenmark Pharmaceuticals Ltd. (“Glenmark”). As a result of the agreement, Napo now controls commercial rights for Mytesi ® for all indications, territories and patient populations globally, and also holds commercial rights to the existing regulatory approvals for crofelemer in Brazil, Ecuador, Zimbabwe and Botswana. In exchange, Napo agrees to pay Glenmark 25% of any payment it receives from a third party to whom Napo grants a license or sublicense or with whom Napo partners in respect of, or sells or otherwise transfers any of the transferred assets, subject to certain exclusions, until Glenmark has received a total of $7.0 million. No payments have been made to date. Revenue sharing commitment update On December 14, 2017, the Company announced its entry into a collaboration agreement with Seed Mena Businessmen Services LLC (“SEED”) for Equilevia™, the Company's non-prescription, personalized, premium product for total gut health in equine athletes. According to the terms of the Agreement, the Company will pay SEED 15% of total revenue generated from any clients or partners introduced to the Company by SEED in the form of fees, commissions, payments or revenue received by the Company or its business associates or partners, and the agreed-upon revenue percentage increases to 20% after the first million dollars of revenue. In return, SEED will provide the Company access to its existing UAE (“United Arab Emirates”) 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. No payments have been made to date. Commitment to purchase Bridge Notes Sagard Capital Partners, L.P. has committed to purchase short-term notes payable in the amount of $500,000. As of March 31, 2019, no notes payable have been issued to Sagard. Purchase Commitment As of March 31, 2019, the Company had no material purchase orders to vendors. Legal Proceedings On July 20, 2017, a putative class action complaint was filed in the United States District Court, Northern District of California, Civil Action No. 3:17‑cv‑04102, by Tony Plant (the “Plaintiff”) on behalf of shareholders of the Company who held shares on April 12, 2017 and were entitled to vote at the 2017 Special Shareholders Meeting, against the Company and certain individuals who were directors as of the date of the vote (collectively, the “Defendants”), in a matter captioned Tony Plant v. Jaguar Animal Health, Inc., et al., making claims arising under Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a‑9, 17 C.F.R. § 240.14a‑9, promulgated thereunder by the SEC. The claims alleged false and misleading information provided to investors in the Joint Proxy Statement/Prospectus on Form S‑4 (File No. 333‑217364) declared effective by the Commission on July 6, 2017 related to the solicitation of votes from shareholders to approve the merger and certain transactions related thereto. The Company accepted service of the complaint and summons on behalf of itself and the United States-based director Defendants on November 1, 2017. The Company has not accepted service on behalf of, and Plaintiff has not yet served, the non-U.S.-based director Defendants. On October 3, 2017, Plaintiff filed a motion seeking appointment as lead plaintiff and appointment of Monteverde & Associates PC as lead counsel. That motion was granted. Plaintiff filed an amended complaint against the Company and the United States-based director Defendants on January 10, 2018. The Defendants filed a motion to dismiss on March 12, 2018, for which oral arguments were held on June 14, 2018. The court dismissed the amended complaint on September 20, 2018. Plaintiff was entitled to amend that complaint within 20 days from the date of dismissal. On October 10, 2018, Plaintiff amended the amended complaint to focus on the Company’s commercial strategy in support of Equilevia and the related disclosure statements in the Form S-4 described above. On November 6, 2018, the Defendants moved to dismiss the second amended complaint. The Defendants argue in their motion that the second amended complaint fails to state a claim upon which relief can be granted because the omissions and misrepresentations alleged in the complaint are immaterial as a matter of law. The motion has been fully briefed and is pending decision by the court. If the Plaintiff were able to prove his allegations in this matter and to establish the damages he asserts, then an adverse ruling could have a material impact on the Company. The Company believes 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
Debt and Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Debt and Warrants | |
Debt and Warrants | 7. Debt and Warrants Convertible Notes Convertible notes at March 31, 2019 and December 31, 2018 consist of the following: March 31, December 31, 2019 2018 (unaudited) June 2017 convertible debt $ 740,882 $ 740,882 Napo convertible debt 10,446,751 10,553,888 11,187,633 11,294,770 Less: unamortized debt discount and debt issuance costs (37,689) (55,600) Net convertible debt obligation $ 11,149,944 $ 11,239,170 Convertible debt - non-current, net of discount — — Convertible debt - current, net of discount $ 11,149,944 $ 11,239,170 February 2015 Convertible Note In February 2015, the Company issued a convertible promissory note to an accredited investor in the aggregate principal 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 Note 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: 1. Repayment of mandatory default amount upon an event of default—upon the occurrence of any event of default, the lender may accelerate the Note resulting in the outstanding balance becoming immediately due and payable in cash; and 2. 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 was included as a derivative liability on the Balance Sheet. The derivatives were revalued at September 30, 2018 and determined to have a de minimis fair value. 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 principal balance and $26,000 was paid in cash. These restructurings in whole represented four separate restructurings of the June 2017 Convertible Note agreement, resulting in two troubled debt restructurings accounted for under ASC 470-60 and two modifications accounted for under ASC 470-50. For the two modifications resulting in troubled debt restructurings, the changes were accounted for prospectively and a new effective interest rate was determined that equated the present value of the future cash payments specified by the new terms with the carrying amount of the 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 March 31, 2019 of $703,193 consists of the $740,882 face value of the note less a note discount of $37,689, and is included in convertible debt in the current liabilities section of the consolidated balance sheet. The balance of the June 2017 convertible debt as of December 31, 2018 of $685,282 consisted of the $740,882 face value of the note less a note discount of $55,600, and is included in convertible debt in the current liabilities section of the consolidated balance sheet. Napo Convertible Notes March 2017 Convertible Notes 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 2,492,084 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. Second Amendment to Note Purchase Agreement and Notes On February 16, 2018, Napo amended the exchangeable note purchase agreement to extend the maturity date of the Second Tranche Notes from April 1, 2018 to May 1, 2018. In addition, the Company also issued 3,783,444 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 Notes In December 2016, Napo entered into a note purchase agreement which provided for the sale of up to $12,500,000 face amount of notes and issued convertible promissory notes (the Napo December 2016 Notes) in the aggregate face amount of $2,500,000 to three lenders and received proceeds of $2,000,000 which resulted in $500,000 of original issue discount. In July 2017, Napo issued convertible promissory notes (the Napo July 2017 Notes) in the aggregate face amount of $7,500,000 to four lenders and received proceeds of $6,000,000 which resulted in $1,500,000 of original issue discount. The Napo December 2016 Notes and the Napo July 2017 Notes mature on December 30, 2019 and bear interest at 10% with interest due each six-month period after December 30, 2016. On June 30, 2017, the accrued interest of $125,338 was added to principal of the Napo December Notes, and the new principal balance became $2,625,338. Interest may be paid in cash or in the stock of Jaguar per terms of the note purchase agreement. In each one year period beginning December 30, 2016, up to one-third of the principal and accrued interest on the notes may be converted into the common stock of the merged entity at a conversion price of $0.925 per share. The Company assumed these convertible notes at fair value of $11,161,000 as part of the Napo Merger. The $1,035,661 difference between the fair value of the notes and the principal balance was being amortized over the twenty-nine (29) month period from July 31, 2017 to December 31, 2019. Interest expense is paid every nine months through the issuance of common stock. On March 16, 2018, $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. In January 2019, $446,729 of accrued interest was paid through the issuance of 1,382,636 shares of the Company's common stock. At March 31, 2019 and December 31, 2018, the unamortized balance of the convertible note payable was $10,446,751 and $10,553,888, respectively. Notes Payable As of March 31, 2019 and December 31, 2018, the net Jaguar short-term notes payable was as follows: March 31, December 31, 2019 2018 (unaudited) December 2017 note payable $ 862,172 $ 1,673,237 February 2018 note payable 315,123 2,359,750 March 2018 note payable — 1,147,870 March 2019 note payable 800,000 — $ 1,977,295 $ 5,180,857 Less: unamortized discount and debt issuance costs (718,749) (335,282) Net note payable obligation $ 1,258,546 $ 4,845,575 December 2017 Note On December 8, 2017, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with CVP 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. 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 condensed consolidated 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 principal 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. In March 2019, the Company and CVP amended the December 2017 Note agreement such that the Company prepaid principal and accrued interest of $811,065 and $178,755, respectively, in shares of the Company’s common stock. The exchange of debt for common stock was considered a substantial change to the Note and therefore the exchange resulted in extinguishment accounting and a corresponding extinguishment loss of $243,419. At March 31, 2019, the net carrying value of the December 2017 Note was $862,172. At December 31, 2018, the net carrying value of the December 2017 Note was $1,548,829. 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. 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 principal balance and $80,000 was paid in cash. These modifications in whole represented four separate restructurings of the February 2018 Note agreement, resulting in a debt extinguishment accounted for under ASC 470-50, two troubled debt restructurings accounted for under ASC 470-60 and a debt modification accounted for under ASC 470-50. For the debt extinguishment, the Company recorded an extinguishment loss of $102,296. 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. In March 2019, the Company and CVP amended the February 2018 Note agreement such that the Company prepaid principal and accrued interest of $2,044,627 and $203,866, respectively, in shares of the Company’s common stock. The exchange of debt for common stock was considered a substantial change to the Note and therefore the exchange resulted in extinguishment accounting and a corresponding extinguishment loss of $487,865. At March 31, 2019, the net carrying value of the February 2018 Note was $315,123. At December 31, 2018, the net carrying value of the February 2018 Note was $2,290,865. 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. 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 principal balance and $38,000 was paid in cash. These modifications in whole represented four separate restructurings of the March 2018 Note agreement, resulting in a debt extinguishment accounted for under ASC 470-50, two troubled debt restructurings accounted for under ASC 470-60, and a debt modification accounted for under ASC 470-50. For the debt extinguishment, the Company recorded an extinguishment loss of $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 Between January 2019 and March 2019, the Company and CVP amended the March 2018 Note agreement such that the Company prepaid principal and accrued interest of $1,050,114 and $85,681, respectively, in shares of the Company’s common stock. These exchanges in whole represented four separate prepayments of principal and accrued interest, resulting in a three debt extinguishments and one debt modification accounted. For the debt extinguishments, the Company recorded an aggregate extinguishment loss of $1,210,676. For the modification, a new effective rate was determined at the date of modification that equated the revised cash flows to the carrying amount of the Note. At March 31, 2019, the March 2018 Note had been fully extinguished. At December 31, 2018, the net carrying value of the March 2018 Note was $1,005,880. March 2019 Bridge Notes In March 2019, the Company began entering into securities purchase agreements with selected accredited investors, pursuant to which the Company may issue up to $5.5 million aggregate principal amount of promissory 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. Upon the close of initial offering on March 18, 2019, the Company issued two short-term Promissory Notes of $500,000 and $300,000. The Notes bear interest at the rate of 12% per annum and mature in July 2019. Concurrent to issuing the Notes, the Company issued to each Noteholder a warrant pursuant to which the number of warrant shares is equal to 125% of the Note principal, divided by the exercise price. The exercise price is either (i) the price the Company issues common shares in its next public offering subject to a registration statement or (ii) if no such offering is consummated by the four-month maturity date of the Notes, then the exercise price is equal to the closing price of the Company’s common stock on the Notes four-month maturity date. The warrants for the $500,000 and $300,000 notes had an issuance date fair value of $557,946 and $334,767, respectively. At March 31, 2019, the net carrying value of the March 2019 notes was $81,249, or principal of $800,000 offset by a discount of $718,749. Long-term Debt 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 $0 and $99,300 for the three months ended March 31, 2019 and 2018, respectively Warrants A summary of the outstanding warrant shares exercisable into shares of the Company’s common stock for the three months ended March 31, 2019 and for the year ended December 31, 2018 is as follows: Three Months Ended Year Ended March 31, December 31, 2019 2018 (unaudited) Warrants outstanding, beginning balance 2,427,653 321,314 Issuances 2,638,412 2,166,588 Expirations and cancellations (38,570) (60,249) Warrants outstanding, end of period 5,027,495 2,427,653 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 were initially valued using the Black-Scholes 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 warrants had an issuance date fair value of $756,000 and were classified as a liability. As of March 31, 2019 and December 31, 2018, the warrant liability was valued at $10,994 and $7,388, respectively. The change of $3,606 was recorded as a loss in the Company’s statements of operations (see Note 3). August 2018 Financing Warrants In August 2018, in consideration of services provided, the Company issued 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 least $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 issued 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 of 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. October 2018 Underwriter Warrants In October 2018, in consideration of services provided leading up to the Company’s October 2018 public offering, the Company issued warrants to various service providers to purchase an aggregate of 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 March 31, 2019 and December 31, 2018, the warrant liability was valued at $274,018 and $212,988, respectively. The change of $61,030 was recorded as a loss in the Company’s statements of operations. March 2019 Ladenburg Warrants In March 2019, in consideration of services provided in the Company’s March 2019 public offering of 1,331,332 common shares, the Company issued to Ladenburg Thalmann & Co. warrants to purchase an aggregate of 52,253 shares of common stock at an exercise price of $0.25 per common share. The warrants were valued at $13,028 using the Black-Scholes option pricing model as follows: exercise price of $0.25 per share, stock price of $0.27 per share, expected life of five years, volatility of 146%, and a risk-free rate of 2.21%. The warrants were classified in stockholders’ equity. March 2019 LOC Warrants In March 2019, in consideration of a letter of credit cancellation related to the Company’s office lease, the Company issued a warrant to purchase warrant shares equal to 75% of the $122,000 principal amount of the Letter of Credit, divided by the exercise price. The exercise price is either (i) the price the Company issues common shares in its next public offering subject to a registration statement or (ii) if no such offering is consummated by the four-month maturity date of the warrant, then the exercise price is equal to the closing price of the Company’s common stock on the warrants four-month anniversary date. The warrants were classified as liabilities pursuant to ASC 480-10 as at their issuance date settlement is in a variable number of the Company’s common stock worth a fixed amount, a feature that does not represent a residual interest. The warrants were initially valued at $116,297 using the Black-Scholes option pricing model as follows: exercise price of $0.25 per share, stock price of $0.28 per share, expected life of five years, volatility of 146%, and a risk-free rate of 2.23%. As of March 31, 2019, the warrant had a fair value of $116,297. March 2019 Promissory Note Warrants In March 2019, concurrent to entering into Promissory Notes of $500,000 and $300,000, the Company issued to the two Noteholders warrants to purchase warrant shares equal to 125% of the Note principal, divided by the exercise price. The exercise price is either (i) the price the Company issues common shares in its next public offering subject to a registration statement or (ii) if no such offering is consummated by the four-month maturity date of the Notes, then the exercise price is equal to the closing price of the Company’s common stock on the Notes four-month maturity date. The warrant for the $500,000 and $300,000 Promissory Notes were valued at $557,946 and $334,767, respectively, using the Black-Scholes option pricing model as follows: contingent exercise price of $0.47 per share, stock price of $0.47 per share, expected life of five years, volatility of 146%, and a risk-free rate of 2.42%. The warrants were classified as liabilities pursuant to ASC 480-10 as at their issuance date their settlement is in a variable number of the Company’s common stock worth a fixed amount, a feature that does not represent a residual interest. As of March 31, 2019, the warrant for the $500,000 and $300,000 Promissory Notes had a fair value of $546,334 and $327,800, respectively. The change of $18,579 was recorded as a gain in the Company’s condensed consolidated statements of operations |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2019 | |
Convertible Preferred Stock | |
Convertible Preferred Stock | 8. 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 $9,199,002. 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 $2.775 per share, 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, as of March 31, 2019 and December 31, 2018. 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 $2.775 per share while the fair value of the Company's common stock at the commitment date was $3.075 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 3,314,956 shares (5,524,926 preferred shares multiplied by the conversion factor of .6) . The Company's Series A Preferred Stock does 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 Preferred Stock. The deemed dividend was a non-cash transaction and was reflected below net loss to arrive at net loss available to common stockholders on the Company's condensed consolidated statements of operations for the three months ended March 31, 2018. In March 2019, the Company and Sagard Capital Partners, L.P. amended certain terms of the agreement, such that the conversion price was adjusted to $0.2775 per share. The Company determined that the amendment represented an immaterial modification. The preferred stock has been classified outside of stockholders' equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 9. Stockholders' Equity Common Stock 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. On May 29, 2018, the Company filed the Certificate of Second Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective June 1, 2018. On May 18, 2018, the stockholders of the Company approved at the Annual Meeting a proposal to decrease the number of authorized shares of common stock to 150,000,000 shares, contingent upon the approval of the Reverse Stock Split. On June 1, 2018, the Company filed a certificate of third amendment (the “Third Amendment”) to its certificate of incorporation, (“COI”), with the Secretary of State of the State of Delaware to decrease the total number of authorized shares of common stock so 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. As of March 31, 2019 and December 31, 2018, the Company had reserved shares of common stock for issuance as follows: March 31, December 31, 2019 2018 (unaudited) Options issued and outstanding 2,843,754 2,944,148 Inducement options issued and outstanding 208,865 208,865 Options available for grant under stock option plans 809,084 162,892 RSU awards issued and outstanding 392,904 392,904 Warrants issued and outstanding 5,027,495 2,427,653 Convertible notes 759,396 759,396 Preferred Convertible Stock 33,149,556 3,314,956 Total 43,191,054 10,210,814 |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2019 | |
Stock Incentive Plans | |
Stock Incentive Plans | 10. Stock Incentive Plans 2013 Equity Incentive Plan Effective November 1, 2013, the Company's board of directors and sole stockholder adopted the Jaguar Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company's board of directors to grant stock options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of the Company. Following the effective date of the IPO and after effectiveness of any grants under the 2013 Plan that were contingent on the IPO, no additional stock awards will be granted under the 2013 Plan. Outstanding grants continue to be exercisable, however any unissued shares under the plan and any forfeitures of outstanding options do not rollover to the 2014 Stock Incentive Plan. As of March 31, 2019, there were 33,769 options outstanding. 2014 Stock Incentive Plan In May 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 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 expiration. As of March 31, 2019, there were 2,809,985 options outstanding and 809,084 options available for grant. Stock Options and Restricted Stock Units (“RSUs”) The following table summarizes incentive plan activity for the three months ended March 31, 2019 ( unaudited ): 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, 2018 162,892 2,944,148 392,904 $ 5.81 9.24 $ — Additional shares authorized 545,797 — — — — Options granted (4,800) 4,800 — 0.25 — — Options cancelled 105,195 (105,194) — 5.36 — — Outstanding at March 31, 2019 809,084 2,843,754 392,904 $ 6.01 9.00 $ — Exercisable at March 31, 2019 1,130,584 $ 8.95 8.82 $ — Vested and expected to vest at March 31, 2019 2,789,671 $ 6.01 9.00 $ — * 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 $0.25 and $2.55 per share during the three months ended March 31, 2019 and 2018, respectively. The number of options that vested in the three months ended March 31, 2019 and 2018 was 523,602 shares and 235,026 shares, respectively. The grant date weighted average fair value of options that vested in the three months ended March 31, 2019 and 2018 was $1,870,671 and $251,060, respectively. No options were exercised in the three months ended March 31, 2019 and 2018. 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 The following table summarizes stock-based compensation expense related to stock options, inducement stock options and RSUs for the three months ended March 31, 2019 and 2018, and are included in the condensed consolidated statements of operations as follows: Three Months Ended March 31, 2019 2018 (unaudited) Research and development expense $ 67,051 $ 79,714 Sales and marketing expense 33,842 2,385 General and administrative expense 325,615 190,144 Total $ 426,508 $ 272,243 As of March 31, 2019, the Company had $2,308,797 of unrecognized stock-based compensation expense for options, inducement options and restricted stock units outstanding, which is expected to be recognized over a weighted-average period of 1.62 years. The estimated grant-date fair value of stock option grants was calculated using the Black-Scholes - Merton option-pricing model using the following weighted-average assumptions: Three Months Ended March 31, 2019 2018 (unaudited) Weighted-average volatility 108.3 - 108.5 % 87.4 - 92.4 % Weighted-average expected term (years) 5.81 5.1 - 5.8 Risk-free interest rate 2.5 - 2.6 % 2.6 - 2.7 % 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
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2019 | |
Net Loss Per Share Attributable to Common Stockholders | |
Net Loss Per Share Attributable to Common Stockholders | 11. Net Loss Per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net income (loss) per share of common stock for the periods indicated: Three Months Ended March 31, 2019 2018 (unaudited) Net loss attributable to common shareholders (basic and diluted) $ (8,303,871) $ (6,691,637) Shares used to compute net loss per common share, basic and diluted 34,524,145 8,631,142 Net loss per share attributable to common shareholders, basic and diluted $ (0.24) $ (0.75) 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 three months ended March 31, 2019 and 2018 because their inclusion would be anti-dilutive. March 31, March 31, 2019 2018 (unaudited) Options issued and outstanding 2,843,754 1,043,070 Inducement options issued and outstanding 208,865 — Warrants to purchase common stock 5,027,495 321,335 Restricted stock units 392,904 392,923 Convertible preferred stock 33,149,556 3,314,956 Convertible debt 759,396 759,396 Total 42,381,970 5,831,680 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Information | |
Segment Information | 12. Segment Information Prior to the merger with Napo, the Company managed its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company reorganized its segments to reflect the change in the organizational structure resulting from the merger with Napo. Post-merger, the Company manages its operations through two reportable segments—human health and animal health. The human health segment is focused on developing and commercializing human products and the ongoing commercialization of Mytesi™, which is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. The animal health segment is focused on developing and commercializing prescription and non-prescription products for companion and production animals. The Company's reportable segments net revenues and net loss consisted of: Three Months Ended March 31, 2019 2018 (unaudited) Revenue from external customers Human Health $ 1,543,121 $ 583,269 Animal Health 46,612 43,698 Consolidated Totals $ 1,589,733 $ 626,967 Segment profit (loss) Human Health $ (5,511,092) $ (2,899,306) Animal Health (2,792,779) (2,797,331) Consolidated Totals $ (8,303,871) $ (5,696,637) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events The Company completed an evaluation of the impact of subsequent events through May 20, 2019, the date these condensed consolidated financial statements were issued. Oasis Equity Line 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 equal 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. Proposed Registered Offering On May 10, 2019, the Company filed a Registration Statement under the Securities Act of 1933 on Form S-1 with the U.S. Securities and Exchange Commission (SEC) related to a proposed offering of its common stock and warrants up to a proposed maximum aggregate offering price of $10.0 million dollars. All shares to be sold in the Offering are proposed to be sold by the Company. The Title of the Class of Securities to be registered is as follows: (i) Class A units consisting of Shares of common Stock, par value $.00001 per share, and Warrants to purchase common stock; (ii) Class B units consisting of Series B Convertible Preferred Stock, par value $0.0001 per share, and common stock issuable upon conversion of Series B Preferred Stock and Warrants to Purchase common stock. The number of shares to be offered and the price range for the offering have not yet been determined. Ladenburg Thalmann is the sole book-running manager. A registration relating to these securities has been filed with the SEC but has not yet become effective. Nasdaq Communication On May 13, 2019, the Company received written notice from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Company’s continued non-compliance with the minimum $1.00 bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), as of May 8, 2019, and notwithstanding the Company’s compliance with the quantitative criteria necessary to obtain a second 180-day period within which to evidence compliance with the Rule, as set forth in Nasdaq Listing Rule 5810(c)(3)(A), the Staff had determined to delist the Company’s securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company intends to timely request a hearing before the Panel, at which hearing the Company will request an extension within which to evidence compliance with all applicable requirements for continued listing on Nasdaq, including compliance with the Rule. The Company’s request for a hearing will stay any suspension or delisting action by the Staff at least pending the ultimate outcome of the hearing. The Company intends to take definitive steps in an effort to evidence compliance with the Rule; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance with the Rule within any extension period that may be granted by the Panel. The Staff’s determination follows the Company’s prior disclosure regarding its receipt of written notice from the Staff dated November 9, 2018, indicating that, because the Company’s bid price had closed below the minimum $1.00 per share threshold for the previous 30-business day period and in accordance with the Nasdaq Listing Rules, the Company had been provided a 180-day grace period, through May 8, 2019, to evidence compliance with the Rule. The Staff’s prior correspondence further indicated that the Company may be eligible for a second 180-day grace period so long as the Company satisfied the continued listing requirement for market value of publicly held shares and all other requirements for initial listing on The Nasdaq Capital Market, with the exception of the bid price requirement, upon the expiration of the first grace period and the Company provided written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. The Company satisfied the quantitative requirements to obtain a second 180-day grace period and submitted the requisite notice to the Staff; however, the Staff determined, based on its exercise of discretion, not to grant the Company a second 180-day grace period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and on a basis consistent with the annual consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2019, or for any other future annual or interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2018. There has been a material change to the Company's significant accounting policies during the three months ended March 31, 2019, as compared to the significant accounting policies described in Note 2 of the “Notes to Condensed Consolidated Financial Statements” in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. The Company adopted ACS 842 “Leases” and implemented a new policy to account for modifications of preferred stock using the model in ASC 470-50. |
Principals of Consolidation | Principals of Consolidation The condensed 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 subsidiary. All inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are 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. |
Concentrations | Concentrations Cash is the financial instrument that potentially subjects the Company to a concentration of credit risk as cash is deposited with a bank and cash balances are generally in excess of Federal Deposit Insurance Corporation insurance limits. The carrying value of cash approximates fair value at March 31, 2019 and December 31, 2018. For the three months ended March 31, 2019 and 2018, substantially all of the Company’s revenue has been derived from the sale of Mytesi. For the three months ended March 31, 2019, the Company earned Mytesi revenue primarily from two pharmaceutical distributors in the United States. For the three months ended March 31, 2018, the Company earned Mytesi revenue primarily from four 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 is as follows: Consolidated (percentage of total net sales) For the three months ended March 31, 2019 2018 Customer 1 68 % 20 % Customer 2 30 % — % Customer 3 — % 21 % Customer 4 — % 21 % Customer 5 — % 18 % Other* 2 % 20 % 100 % 100 % *- No other customer represented more than 10% of net sales 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: As of As of March 31, March 31, 2019 2018 Customer 1 75 % — % Customer 2 24 % 95 % Customer 3 1 % 5 % 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 | Fair Values The Company’s financial instruments include, cash, accounts receivable, accounts payable, 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 3 for the fair value measurements. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. The Company calculates inventory valuation adjustments when conditions indicate that net realizable value is less than cost due to physical deterioration, usage, obsolescence, reductions in estimated future demand or reduction in selling price. Inventory write-downs are measured as the difference between the cost of inventory and net realizable value. |
Land, Property and Equipment | Land, Property and Equipment Land is stated at cost, reflecting fair value of the property at July 31, 2017, the date of the Napo merger. Equipment is stated at cost, 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 | 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. |
Leases | Leases ASC Topic 842, Leases, requires lessees to recognize right-of-use assets and lease liabilities for all leases with a term of greater than 12 months regardless of their classification on the balance sheet and to provide expanded disclosures about leasing arrangements. The Company adopted Topic 842 effective January 1, 2019 using the optional transition method and did not restate comparative periods. There was no effect on accumulated deficit at adoption. The Company has elected the package of practical expedients to (i) not reassess whether expired or existing contracts are or contain leases, (ii) not reassess the lease classification for any expired or existing leases and (iii) not reassess the accounting for initial direct costs. The adoption of the new leases standard resulted in the following adjustments to the consolidated balance sheet as of January 1, 2019: December 31, 2018 Adoption Impact January 1, 2019 (unaudited) Operating lease right-of-use assets — 1,111,214 1,111,214 Operating leases liabilities, current portion — 336,647 336,647 Operating leases liabilities, long term — 394,703 394,703 Deferred rent 379,864 (379,864) — At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. Operating Lease The Company has a non-cancelable operating lease with CA-Mission Street Limited Partnership for its offices in San Francisco, California through September 1, 2020. The lease agreement calls for monthly base rents between $38,391 and $40,730 over the term of the lease. Prior to the Company’s adoption of ASC 842 on January 1, 2019, the Company recorded lease expense for its operating leases in accordance with ASC 840. |
Goodwill and Indefinite-lived Intangible Assets | 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 did not record an impairment of goodwill during the three months ended March 31, 2019 and 2018. 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 analyzed and determined that there was no impairment to IPR&D in the three months ended March 31, 2019 due to the January 2019 change in distributors from Mission to Cardinal Health. The Company did not record an impairment for indefinite-lived intangible assets during the three months ended March 31, 2019 and 2018. |
Research and Development Expense | 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 | 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 Effective January 16, 2019, Napo Pharmaceuticals, Inc. engaged Cardinal Health as its exclusive third party logistics distribution agent for commercial sales for the Company’s Mytesi product and to perform certain other services which include, without limitation, storage, distribution, returns, customer support, financial support, EDI and system access support (Exclusive Distribution Agreement) . In addition to the terms and conditions of the Agreement, Cardinal Health’s purchase of products, and assumption of title therein, is set forth in the Title Model Addendum. The Title Model Addendum states that upon receipt of product at the 3PL Facility (Cardinal Health in La Vergne, Tennessee) from the Company, title and risk of loss for the Mytesi product purchased by Cardinal Health (excluding consigned inventory) shall pass to Cardinal Health, and title and risk of loss for consigned inventory shall remain with Client until purchased by Cardinal Health in accordance with this Addendum. Napo Pharmaceuticals, Inc. considers Cardinal Health the Company’s exclusive customer for Mytesi products per the Cardinal Health Exclusive Distribution agreement. Jaguar's Neonorm and Botanical extract products are primarily sold to distributors, who then sell the products to the end customers. Since 2014, the Company has entered into several distribution agreements with established distributors such as Animart, Vedco, VPI, RJ Matthews, Henry Schein, and Stockmen Supply to distribute the Company's products in the United States, Japan, and China. The distribution agreements and the related purchase 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 animal products sold by Jaguar Health, the single performance obligation identified above is the Company’s promise to transfer the Company’s animal products to distributors based on specified payment and shipping terms in the arrangement. Product warranties are assurance type warranties that do not represent a performance obligation. For the Company’s human product, Mytesi, which is sold by Napo Pharmaceuticals Inc., the single performance obligation identified above is the Company’s promise to transfer Mytesi to Cardinal Health, the Company’s exclusive distributor for the product, based on specified payment and shipping terms as outlined in the Exclusive Distribution Agreement. The product warranties are assurance type warranties that do 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 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 Cardinal wholesaler. Net revenues from the sale of Mytesi were $1,543,121 and $583,269 for the three months ended March 31, 2019 and 2018, respectively. Animal The Company recognized Neonorm revenues of $46,612 and $43,698 for the three months ended March 31, 2019 and 2018, 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 | 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. 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. Under the terms of the agreement, the Company received revenue of $0 and $177,389 in the three months ended March 31, 2019 and 2018, respectively. 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 approxim |
Comprehensive Income (Loss) | Comprehensive Income (Loss) 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 condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . This update expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. The amendments in ASU 2018-07 are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company adopted this standard on January 1, 2019, and this standard did not have a material impact on the Company’s financial position, results of operations or disclosures In August 2018, the FASB issued ASU 2018-15, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40) , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU2018-15 is effective for the Company in the first quarter of 2020. Early adoption is permitted. ASU2018-15 permits either a prospective or retrospective transition approach. The Company is currently evaluating ASU2018-15 to determine the impact to its condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) . The new guidance modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for the Company beginning in the first quarter of 2020 and must be adopted on a modified retrospective basis, with certain exceptions. Early adoption is permitted. The Company does not expect ASU 2018-13 to have a significant impact to its condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of adoption of the new leases standard | December 31, 2018 Adoption Impact January 1, 2019 (unaudited) Operating lease right-of-use assets — 1,111,214 1,111,214 Operating leases liabilities, current portion — 336,647 336,647 Operating leases liabilities, long term — 394,703 394,703 Deferred rent 379,864 (379,864) — |
Customer risk | Total net revenue | |
Schedule of concentration risk | Consolidated (percentage of total net sales) For the three months ended March 31, 2019 2018 Customer 1 68 % 20 % Customer 2 30 % — % Customer 3 — % 21 % Customer 4 — % 21 % Customer 5 — % 18 % Other* 2 % 20 % 100 % 100 % |
Credit risk | Total accounts receivable | |
Schedule of concentration risk | As of As of March 31, March 31, 2019 2018 Customer 1 75 % — % Customer 2 24 % 95 % Customer 3 1 % 5 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements | |
Summary of information about the derivative, conversion option and warrant liabilities that were measured at fair value on a recurring basis | March 31, 2019 (unaudited) Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 1,275,443 $ 1,275,443 Total fair value $ — $ — $ 1,275,443 $ 1,275,443 December 31, 2018 Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 220,376 $ 220,376 Total fair value $ — $ — $ 220,376 $ 220,376 |
Summary of change in the estimated fair value of level 3 liabilities | Three Months Ended March 31, 2019 Warrant Liability (unaudited) Beginning fair value of Level 3 liability $ 220,376 Additions 1,009,010 Extinguishment — Change in fair value 46,057 Ending fair value of Level 3 liability $ 1,275,443 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Components | |
Schedule of change in the carrying amount of goodwill | March 31, December 31, 2019 2018 (unaudited) Beginning balance $ — $ 5,210,821 Impairment — (5,210,821) Ending balance $ — $ — |
Schedule of intangible assets | March 31, December 31, 2019 2018 (unaudited) Developed technology $ 25,000,000 $ 25,000,000 Accumulated developed technology amortization (2,777,778) (2,361,111) Developed technology, net 22,222,222 22,638,889 In process research and development 8,800,000 8,800,000 Trademarks 300,000 300,000 Accumulated trademark amortization (33,333) (28,333) Trademarks, net 266,667 271,667 Total intangible assets, net $ 31,288,889 $ 31,710,556 |
Schedule of estimated future amortization expense of intangible assets with finite lives | Amounts $ 1,265,000 1,686,667 1,686,667 1,686,667 1,686,667 Thereafter 14,477,221 $ 22,488,889 |
Debt and Warrants (Tables)
Debt and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt and Warrants | |
Schedule of aggregate convertible debt | March 31, December 31, 2019 2018 (unaudited) June 2017 convertible debt $ 740,882 $ 740,882 Napo convertible debt 10,446,751 10,553,888 11,187,633 11,294,770 Less: unamortized debt discount and debt issuance costs (37,689) (55,600) Net convertible debt obligation $ 11,149,944 $ 11,239,170 Convertible debt - non-current, net of discount — — Convertible debt - current, net of discount $ 11,149,944 $ 11,239,170 |
Schedule of notes payable | March 31, December 31, 2019 2018 (unaudited) December 2017 note payable $ 862,172 $ 1,673,237 February 2018 note payable 315,123 2,359,750 March 2018 note payable — 1,147,870 March 2019 note payable 800,000 — $ 1,977,295 $ 5,180,857 Less: unamortized discount and debt issuance costs (718,749) (335,282) Net note payable obligation $ 1,258,546 $ 4,845,575 |
Summary of warrant activity | Three Months Ended Year Ended March 31, December 31, 2019 2018 (unaudited) Warrants outstanding, beginning balance 2,427,653 321,314 Issuances 2,638,412 2,166,588 Expirations and cancellations (38,570) (60,249) Warrants outstanding, end of period 5,027,495 2,427,653 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity | |
Schedule of common reserved shares of common stock for issuance | March 31, December 31, 2019 2018 (unaudited) Options issued and outstanding 2,843,754 2,944,148 Inducement options issued and outstanding 208,865 208,865 Options available for grant under stock option plans 809,084 162,892 RSU awards issued and outstanding 392,904 392,904 Warrants issued and outstanding 5,027,495 2,427,653 Convertible notes 759,396 759,396 Preferred Convertible Stock 33,149,556 3,314,956 Total 43,191,054 10,210,814 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 162,892 2,944,148 392,904 $ 5.81 9.24 $ — Additional shares authorized 545,797 — — — — Options granted (4,800) 4,800 — 0.25 — — Options cancelled 105,195 (105,194) — 5.36 — — Outstanding at March 31, 2019 809,084 2,843,754 392,904 $ 6.01 9.00 $ — Exercisable at March 31, 2019 1,130,584 $ 8.95 8.82 $ — Vested and expected to vest at March 31, 2019 2,789,671 $ 6.01 9.00 $ — * |
Summary of stock-based compensation expense | Three Months Ended March 31, 2019 2018 (unaudited) Research and development expense $ 67,051 $ 79,714 Sales and marketing expense 33,842 2,385 General and administrative expense 325,615 190,144 Total $ 426,508 $ 272,243 |
Employee stock options | |
Stock Based Compensation | |
Schedule of estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | Three Months Ended March 31, 2019 2018 (unaudited) Weighted-average volatility 108.3 - 108.5 % 87.4 - 92.4 % Weighted-average expected term (years) 5.81 5.1 - 5.8 Risk-free interest rate 2.5 - 2.6 % 2.6 - 2.7 % Expected dividend yield — — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Net Loss Per Share Attributable to Common Stockholders | |
Schedule of calculation of basic and diluted net income (loss) per common share | Three Months Ended March 31, 2019 2018 (unaudited) Net loss attributable to common shareholders (basic and diluted) $ (8,303,871) $ (6,691,637) Shares used to compute net loss per common share, basic and diluted 34,524,145 8,631,142 Net loss per share attributable to common shareholders, basic and diluted $ (0.24) $ (0.75) |
Schedule of common stock equivalents excluded from the calculation of diluted net loss per common share | March 31, March 31, 2019 2018 (unaudited) Options issued and outstanding 2,843,754 1,043,070 Inducement options issued and outstanding 208,865 — Warrants to purchase common stock 5,027,495 321,335 Restricted stock units 392,904 392,923 Convertible preferred stock 33,149,556 3,314,956 Convertible debt 759,396 759,396 Total 42,381,970 5,831,680 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Information | |
Schedule of reportable segments net revenue and net loss | Three Months Ended March 31, 2019 2018 (unaudited) Revenue from external customers Human Health $ 1,543,121 $ 583,269 Animal Health 46,612 43,698 Consolidated Totals $ 1,589,733 $ 626,967 Segment profit (loss) Human Health $ (5,511,092) $ (2,899,306) Animal Health (2,792,779) (2,797,331) Consolidated Totals $ (8,303,871) $ (5,696,637) |
Organization and Business - (De
Organization and Business - (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
Organization and Business | |
Number of operations segments | 2 |
Organization and Business - Rev
Organization and Business - Reverse stock-split and Liquidity (Details) | May 18, 2018 |
Organization and Business | |
Reverse stock split ratio | 0.0667 |
Organization and Business - Liq
Organization and Business - Liquidity and Going Concern (Details) - USD ($) | Jan. 07, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accumulated deficit | $ (102,854,650) | $ (102,854,650) | $ (94,550,779) | |
Securities purchase agreement | ||||
Price per share | $ 0.75 | |||
Securities purchase agreement | March 2019 Promissory notes | ||||
Aggregate principal amount | 5,500,000 | 5,500,000 | ||
Principal amount of Notes issued | 800,000 | $ 800,000 | ||
Securities purchase agreement | CVP | ||||
Number of shares issued | 18,764,637 | |||
Amount of shares issued | $ 6,100,000 | |||
Principal amount of debt | 4,400,000 | |||
Accrued interest | $ 1,700,000 | $ 1,700,000 | ||
Securities purchase agreement | Registered Direct Offering | ||||
Price per share | $ 0.20 | $ 0.20 | ||
Gross proceeds from issuance | $ 266,266 | |||
Number of shares issued | 1,331,332 | |||
Securities purchase agreement | Original Equity Line Offering [Member] | ||||
Number of shares authorized to issue | 5,333,333 | 5,333,333 | 5,333,333 | |
Number of shares offered | 5,333,333 | |||
Number of additional shares authorized | 8,000,000 | |||
Number of shares issued | 8,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentrations (Details) - item | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total net revenue | ||
Concentrations | ||
Concentration risk (as a percentage) | 100.00% | 100.00% |
Total net revenue | Customer 1 | ||
Concentrations | ||
Concentration risk (as a percentage) | 68.00% | 20.00% |
Total net revenue | Customer 2 | ||
Concentrations | ||
Concentration risk (as a percentage) | 30.00% | |
Total net revenue | Customer 3 | ||
Concentrations | ||
Concentration risk (as a percentage) | 21.00% | |
Total net revenue | Customer 4 | ||
Concentrations | ||
Concentration risk (as a percentage) | 21.00% | |
Total net revenue | Customer 5 | ||
Concentrations | ||
Concentration risk (as a percentage) | 18.00% | |
Total net revenue | Other | ||
Concentrations | ||
Concentration risk (as a percentage) | 2.00% | 20.00% |
Total net revenue | Customer risk | One major pharmaceutical distributors | ||
Concentrations | ||
Number of major distributors | 2 | |
Total net revenue | Customer risk | Two major pharmaceutical distributors | ||
Concentrations | ||
Number of major distributors | 4 | |
Total net revenue | Customer risk | Two major pharmaceutical distributors | Minimum | ||
Concentrations | ||
Concentration risk (as a percentage) | 10.00% | |
Total accounts receivable | Customer 1 | ||
Concentrations | ||
Concentration risk (as a percentage) | 75.00% | |
Total accounts receivable | Customer 2 | ||
Concentrations | ||
Concentration risk (as a percentage) | 24.00% | 95.00% |
Total accounts receivable | Customer 3 | ||
Concentrations | ||
Concentration risk (as a percentage) | 1.00% | 5.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease - right-of-use asset | $ 1,077,701 | |
Operating leases liabilities, current portion | 521,787 | |
Operating leases liabilities, long term | 116,328 | |
Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Monthly base rents | 38,391 | |
Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Monthly base rents | 40,730 | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease - right-of-use asset | 1,111,214 | |
Operating leases liabilities, current portion | 336,647 | |
Operating leases liabilities, long term | 394,703 | |
Deferred rent | $ 379,864 | |
Adoption Impact | ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease - right-of-use asset | 1,111,214 | |
Operating leases liabilities, current portion | 336,647 | |
Operating leases liabilities, long term | 394,703 | |
Deferred rent | $ (379,864) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Goodwill and Indefinite-lived Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill impairment charges | |
Impairment of indefinite-lived assets | $ 0 |
Equipment | Minimum | |
Goodwill | |
Estimated useful lives | 3 years |
Equipment | Maximum | |
Goodwill | |
Estimated useful lives | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Mytesi | ||
Disaggregation of Product Revenue | ||
Product revenue | $ 1,543,121 | $ 583,269 |
Neonorm | ||
Disaggregation of Product Revenue | ||
Product revenue | $ 46,612 | $ 43,698 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue Recognition - Collaboration Revenue (Details) - USD ($) | Sep. 24, 2018 | Nov. 01, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Collaboration Revenue | ||||
Written notice period (in days) | 90 days | |||
Revenues | $ 1,589,733 | $ 804,356 | ||
Elanco | ||||
Collaboration Revenue | ||||
Collaboration revenue | $ 0 | $ 177,389 | ||
Knight | ||||
Collaboration Revenue | ||||
License agreement term (in years) | 15 years | |||
Transfer price receivable upon achievement of certain regulatory and sales milestones | $ 18,000,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($) | Mar. 31, 2019 | Dec. 31, 2017 |
Fair value of liabilities measured on a recurring basis | ||
Warrant liability | $ 1,275,443 | $ 220,376 |
Total fair value | 1,275,443 | 220,376 |
Level 3 | ||
Fair value of liabilities measured on a recurring basis | ||
Warrant liability | 1,275,443 | 220,376 |
Total fair value | $ 1,275,443 | $ 220,376 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Fair Value of Warrant Liability (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019USD ($)Y$ / shares | Mar. 31, 2019USD ($)Y$ / shares | Dec. 31, 2018USD ($)Y | Feb. 28, 2019Y | Oct. 31, 2018Y | Aug. 31, 2018 | Dec. 31, 2016USD ($) | Nov. 30, 2016 | |
Change in the estimated fair value of the warrant liability | ||||||||
Ending fair value of level 3 liability | $ 493,688 | $ 493,688 | ||||||
Convertible note purchase agreement | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Notes payable | $ 12,500,000 | |||||||
Strike price | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | $ / shares | 0.84 | 0.84 | ||||||
Expected life | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | Y | 5 | 5 | ||||||
Volatility | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 132 | 132 | ||||||
Risk free rate | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 2.77 | 2.77 | ||||||
Dividend rate | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 0 | 0 | ||||||
Series A Warrants | Stock price | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 0.28 | 0.28 | 0.23 | |||||
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 | 3.16 | 3.16 | 3.41 | |||||
Series A Warrants | Volatility | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 145.72 | 145.72 | 135.63 | |||||
Series A Warrants | Risk free rate | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 2.21 | 2.21 | 2.46 | |||||
Financing Warrants | Stock price | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 1.06 | |||||||
Financing Warrants | Strike price | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 1.06 | |||||||
Financing Warrants | Expected life | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 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 | 0.28 | 0.28 | 0.23 | 0.59 | ||||
Underwriter Warrants | Strike price | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 0.75 | 0.75 | 0.75 | 0.75 | ||||
Underwriter Warrants | Expected life | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | Y | 4.51 | 4.51 | 4.76 | 5 | ||||
Underwriter Warrants | Volatility | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 145.72 | 145.72 | 135.63 | 138 | ||||
Underwriter Warrants | Risk free rate | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 2.23 | 2.23 | 2.51 | 2.51 | ||||
Notes Payable Warrants | Stock price | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 0.28 | 0.28 | 0.47 | |||||
Notes Payable Warrants | Strike price | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 0.47 | 0.47 | 0.47 | |||||
Notes Payable Warrants | Expected life | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | Y | 5 | 5 | 5 | |||||
Notes Payable Warrants | Volatility | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 145.72 | 145.72 | 145.72 | |||||
Notes Payable Warrants | Risk free rate | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 2.23 | 2.23 | 2.42 | |||||
LOC Warrants | Stock price | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 0.28 | 0.28 | ||||||
LOC Warrants | Strike price | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 0.25 | 0.25 | ||||||
LOC Warrants | Expected life | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | Y | 5 | 5 | ||||||
LOC Warrants | Volatility | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 145.72 | 145.72 | ||||||
LOC Warrants | Risk free rate | ||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities | ||||||||
Warrant liability | 2.23 | 2.23 | ||||||
Warrant liability | Recurring | Level 3 | ||||||||
Change in the estimated fair value of the warrant liability | ||||||||
Beginning value of Level 3 liability | $ 220,376 | |||||||
Additions | 1,009,010 | |||||||
Change in fair value of liability | 46,057 | |||||||
Ending fair value of level 3 liability | $ 1,275,443 | 1,275,443 | $ 220,376 | |||||
Warrant liability | Series A Warrants | ||||||||
Change in the estimated fair value of the warrant liability | ||||||||
Change in fair value of liability | 3,606 | |||||||
Warrant liability | Series A Warrants | Level 3 | ||||||||
Change in the estimated fair value of the warrant liability | ||||||||
Beginning value of Level 3 liability | 7,388 | |||||||
Ending fair value of level 3 liability | 10,994 | 10,994 | 7,388 | |||||
Warrant liability | Series A Warrants | Recurring | Level 3 | ||||||||
Change in the estimated fair value of the warrant liability | ||||||||
Beginning value of Level 3 liability | 7,388 | |||||||
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 | ||||||||
Beginning value of Level 3 liability | 212,988 | |||||||
Ending fair value of level 3 liability | 212,988 | |||||||
Warrant liability | Underwriter Warrants | Level 3 | ||||||||
Change in the estimated fair value of the warrant liability | ||||||||
Additions | 274,018 | |||||||
Ending fair value of level 3 liability | 274,018 | 274,018 | ||||||
Warrant liability | Underwriter Warrants | Recurring | Level 3 | ||||||||
Change in the estimated fair value of the warrant liability | ||||||||
Additions | $ 212,988 | |||||||
Change in fair value of liability | 61,030 | |||||||
Warrant liability | Notes Payable Warrants | Level 3 | ||||||||
Change in the estimated fair value of the warrant liability | ||||||||
Ending fair value of level 3 liability | 874,134 | 874,134 | ||||||
Warrant liability | Notes Payable Warrants | Recurring | Level 3 | ||||||||
Change in the estimated fair value of the warrant liability | ||||||||
Additions | 892,713 | |||||||
Change in fair value of liability | 18,579 | |||||||
Ending fair value of level 3 liability | 874,134 | 874,134 | ||||||
Warrant liability | LOC Warrants | Level 3 | ||||||||
Change in the estimated fair value of the warrant liability | ||||||||
Ending fair value of level 3 liability | $ 116,297 | $ 116,297 |
Balance Sheet Components - Good
Balance Sheet Components - Goodwill (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill | |
Beginning balance | $ 5,210,821 |
Impairment | $ (5,210,821) |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Intangible assets | |||
Finite-lived intangible assets, net | $ 31,288,889 | $ 31,710,556 | |
Impairment | 0 | ||
Total intangible assets, net | 31,288,889 | 31,710,556 | |
Impairment | 0 | ||
Amortization expense | 421,667 | $ 421,667 | |
Developed technology | |||
Intangible assets | |||
Total intangible assets | 25,000,000 | 25,000,000 | |
Accumulated amortization | (2,777,778) | (2,361,111) | |
Finite-lived intangible assets, net | 22,222,222 | 22,638,889 | |
In process research and development | |||
Intangible assets | |||
Total intangible assets | 8,800,000 | 8,800,000 | |
Trademarks | |||
Intangible assets | |||
Total intangible assets | 300,000 | 300,000 | |
Accumulated amortization | (33,333) | (28,333) | |
Finite-lived intangible assets, net | $ 266,667 | $ 271,667 |
Balance Sheet Components - Esti
Balance Sheet Components - Estimated Future Amortization Expense (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 31,288,889 | $ 31,710,556 |
Trademarks and Developed technology rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
2020 | 1,265,000 | |
2021 | 1,686,667 | |
2022 | 1,686,667 | |
2023 | 1,686,667 | |
2024 | 1,686,667 | |
Thereafter | 14,477,221 | |
Total | $ 22,488,889 |
Related Party Transactions - Ma
Related Party Transactions - Management Services Agreement (Details) | 1 Months Ended |
Mar. 31, 2018USD ($) | |
Related Party Transactions | |
Consulting and management advisory services fees | $ 450,000 |
Maximum aggregate payments for consulting and management advisory services received | $ 1,350,000 |
Related Party Transactions - Le
Related Party Transactions - Letter of Credit (Details) - USD ($) | Aug. 28, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Aug. 31, 2018 | Nov. 30, 2016 |
Related party Transactions | |||||
Standby letter of credit received as collateral | $ 475,000 | ||||
Warrants to purchase (in shares) | 670,586 | 670,586 | 111,111 | ||
Exercise price (in dollars per share) | $ 0.70 | $ 0.70 | |||
Term | 4 months | 5 years | |||
Fair value of warrants included in stockholders equity | $ 493,688 | ||||
Pacific Capital Management LLC | |||||
Related party Transactions | |||||
Exercise price (in dollars per share) | $ 0.70 | $ 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 Transactions | |||||
Standby letter of credit received as collateral | $ 475,000 | ||||
Warrants to purchase (in shares) | 670,586 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) | Sep. 20, 2018 | May 18, 2018 | Dec. 14, 2017 | Sep. 25, 2017USD ($) | Mar. 31, 2019USD ($)Y$ / sharesshares | Mar. 31, 2019USD ($)Y$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Aug. 28, 2018ft² | Nov. 30, 2016shares |
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 | 4 months | 5 years | ||||||||
Warrants to purchase (in shares) | shares | 670,586 | 670,586 | 111,111 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 0.70 | $ 0.70 | ||||||||
Fair value of warrant | $ 493,688 | $ 493,688 | ||||||||
Fair value of warrants included in stockholders equity | 493,688 | |||||||||
Non-cash rent expense per month | 19,748 | |||||||||
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 | |||||||||
Reverse stock split ratio | 0.0667 | |||||||||
Period to amend complaint from date of dismissal | 20 days | |||||||||
Minimum | ||||||||||
Commitments and Contingencies | ||||||||||
Lease expense under non-cancelable operating lease | 38,391 | |||||||||
Maximum | ||||||||||
Commitments and Contingencies | ||||||||||
Lease expense under non-cancelable operating lease | 40,730 | |||||||||
Letter of credit | ||||||||||
Commitments and Contingencies | ||||||||||
Letter of Credit | $ 475,000 | |||||||||
Letter of credit | Shareholder | ||||||||||
Commitments and Contingencies | ||||||||||
Letter of Credit | 122,000 | |||||||||
Letter of credit cancelled | $ 122,000 | |||||||||
SEED | ||||||||||
Commitments and Contingencies | ||||||||||
Percentage of revenue sharing commitment | 15.00% | |||||||||
Percentage of revenue sharing commitment after first million dollars of revenue | 20.00% | |||||||||
Sagard Capital Partners, L.P. | ||||||||||
Commitments and Contingencies | ||||||||||
Commitment to purchase Bridge Notes | 500,000 | |||||||||
Issuance of notes payable | $ 0 | 0 | ||||||||
General and administrative expense | ||||||||||
Commitments and Contingencies | ||||||||||
Lease expense under non-cancelable operating lease | $ 171,750 | $ 90,278 | ||||||||
Strike price | ||||||||||
Commitments and Contingencies | ||||||||||
Warrants - Measurement input | $ / shares | 0.84 | 0.84 | ||||||||
Expected life | ||||||||||
Commitments and Contingencies | ||||||||||
Warrants - Measurement input | Y | 5 | 5 | ||||||||
Volatility | ||||||||||
Commitments and Contingencies | ||||||||||
Warrants - Measurement input | 132 | 132 | ||||||||
Risk free rate | ||||||||||
Commitments and Contingencies | ||||||||||
Warrants - Measurement input | 2.77 | 2.77 | ||||||||
Dividend rate | ||||||||||
Commitments and Contingencies | ||||||||||
Warrants - Measurement input | 0 | 0 | ||||||||
Office lease extension agreement | ||||||||||
Commitments and Contingencies | ||||||||||
Area (in square feet) | ft² | 6,311 |
Debt and Warrants - Convertible
Debt and Warrants - Convertible debt (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Convertible notes | ||
Convertible debt, Gross | $ 11,187,633 | $ 11,294,770 |
Less: unamortized debt discount and debt issuance costs | (37,689) | (55,600) |
Net convertible debt obligation | 11,149,944 | 11,239,170 |
Convertible debt – current, net of discount | 11,149,944 | 11,239,170 |
June 2017 Convertible debt | ||
Convertible notes | ||
Convertible debt, Gross | 740,882 | 740,882 |
Less: unamortized debt discount and debt issuance costs | (37,689) | (55,600) |
Net convertible debt obligation | 703,193 | 685,282 |
Napo convertible debt | ||
Convertible notes | ||
Convertible debt, Gross | $ 10,446,751 | $ 10,553,888 |
Debt and Warrants - February 20
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 C
Debt and Warrants - June 2017 Convertible debt (Details) | Aug. 02, 2018USD ($) | Jun. 29, 2017USD ($) | Mar. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) |
Debt and Warrants | ||||||
Number of notes for which standstill fee paid | item | 4 | |||||
Convertible debt | $ 11,149,944 | $ 11,239,170 | ||||
Face value | 11,187,633 | 11,294,770 | ||||
Discounts | 37,689 | 55,600 | ||||
Chicago Venture Partners, L.P. | ||||||
Debt and Warrants | ||||||
Total standstill fee | $ 499,403 | $ 499,403 | ||||
Number of notes for which standstill fee paid | item | 4 | 4 | ||||
Convertible debt | $ 499,403 | |||||
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 | $ 703,193 | 685,282 | ||||
Face value | 740,882 | 740,882 | ||||
Discounts | $ 37,689 | $ 55,600 | ||||
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 | $ 20,000 |
Debt and Warrants - Note Purcha
Debt and Warrants - Note Purchase Agreement (Details) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2019USD ($)Y$ / sharesshares | Mar. 31, 2019USD ($)Y$ / sharesshares | Dec. 31, 2018USD ($) | Nov. 30, 2016shares | |
Convertible Promissory Notes and Common Stock Warrants [Line Items] | ||||
Net cash proceeds | $ 800,000 | |||
Convertible debt, Gross | $ 11,187,633 | 11,187,633 | $ 11,294,770 | |
Loss on extinguishment of debt | $ (1,941,960) | |||
Term | 4 months | 5 years | ||
Warrants to purchase (in shares) | shares | 670,586 | 670,586 | 111,111 | |
Exercise price (in dollars per share) | $ / shares | $ 0.70 | $ 0.70 | ||
Strike price | ||||
Convertible Promissory Notes and Common Stock Warrants [Line Items] | ||||
Warrants - Measurement input | $ / shares | 0.84 | 0.84 | ||
Expected life | ||||
Convertible Promissory Notes and Common Stock Warrants [Line Items] | ||||
Warrants - Measurement input | Y | 5 | 5 | ||
Volatility | ||||
Convertible Promissory Notes and Common Stock Warrants [Line Items] | ||||
Warrants - Measurement input | 132 | 132 |
Debt and Warrants - March 2017
Debt and Warrants - March 2017 Convertible debt (Details) - Exchangeable note purchase agreement - Napo | Mar. 31, 2017USD ($)trancheLender |
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 t
Debt and Warrants - Amendment to Note Purchase Agreement and Notes (Details) | Mar. 23, 2018USD ($)Yitem$ / shares | Feb. 16, 2018USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Nov. 30, 2017$ / shares | Dec. 31, 2016USD ($) |
Convertible note purchase agreement | |||||
Debt and Warrants | |||||
Notes payable | $ 12,500,000 | ||||
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 | 2,492,084 | ||||
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 | 3,783,444 | ||||
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 | ||||
Conversion option liability written off | $ 286,595 | ||||
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 |
Debt and Warrants - December 20
Debt and Warrants - December 2016 Convertible debt (Details) | Mar. 16, 2018USD ($)shares | Jan. 31, 2019USD ($)shares | Aug. 31, 2018USD ($)shares | Jul. 31, 2017USD ($)Lender | Dec. 31, 2016USD ($)$ / sharesLender | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2017USD ($) |
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 | 33.00% | |||||||
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 | |||||||
Interest Payable | $ 534,775 | $ 479,808 | ||||||
Debt legal fee | $ 169,950 | |||||||
Repayment of accrued interest | $ 446,729 | |||||||
Shares issued (in shares) | shares | 285,694 | 1,382,636 | 320,743 | |||||
Convertible promissory notes, December 2016 | Convertible Long-term Debt | ||||||||
Debt and Warrants | ||||||||
Unamortized balance of notes payable | $ 10,446,751 | $ 10,553,888 | ||||||
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 Payab
Debt and Warrants - Notes Payable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Notes payable | ||
Convertible debt, Gross | $ 11,187,633 | $ 11,294,770 |
Less: unamortized debt discount and net issuance costs | (37,689) | (55,600) |
Net convertible debt obligation | 11,149,944 | 11,239,170 |
Notes payable | ||
Notes payable | ||
Convertible debt, Gross | 1,977,295 | 5,180,857 |
Less: unamortized debt discount and net issuance costs | (718,749) | (335,282) |
Net convertible debt obligation | 1,258,546 | 4,845,575 |
December 2017 note payable | Notes payable | ||
Notes payable | ||
Convertible debt, Gross | 862,172 | 1,673,237 |
February 2018 note payable | Notes payable | ||
Notes payable | ||
Convertible debt, Gross | 315,123 | 2,359,750 |
March 2018 note payable | Notes payable | ||
Notes payable | ||
Convertible debt, Gross | $ 1,147,870 | |
March 2019 note payable | Notes payable | ||
Notes payable | ||
Convertible debt, Gross | $ 800,000 |
Debt and Warrants - Securities
Debt and Warrants - Securities Purchase Agreement (Details) | Mar. 18, 2019 | Aug. 02, 2018USD ($) | Mar. 21, 2018USD ($) | Feb. 26, 2018USD ($) | Dec. 08, 2017USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item | Mar. 31, 2018USD ($) |
Debt and Warrants | |||||||||
Proceeds from issuance of notes payable | $ 800,000 | ||||||||
Convertible debt | $ 11,149,944 | 11,149,944 | $ 11,239,170 | ||||||
Convertible Notes Payable Gross | 11,187,633 | 11,187,633 | 11,294,770 | ||||||
Discounts | 37,689 | 37,689 | $ 55,600 | ||||||
Number of notes for which standstill fee paid | item | 4 | ||||||||
Convertible debt – current, net of discount | 11,149,944 | 11,149,944 | $ 11,239,170 | ||||||
Principal less discount | 11,187,633 | 11,187,633 | 11,294,770 | ||||||
Loss on extinguishment of debt | (1,941,960) | ||||||||
Change in warrant liability | 46,057 | $ 263,854 | |||||||
March 2019 Promissory notes | |||||||||
Debt and Warrants | |||||||||
Notes payable | $ 800,000 | 800,000 | |||||||
Interest rate (as a percent) | 12.00% | ||||||||
Warrants issued as a percent of notes principal | 125.00% | 125.00% | |||||||
Discounts | $ 718,749 | 718,749 | |||||||
Change in warrant liability | 18,579 | ||||||||
Carrying value of notes | 81,249 | 81,249 | |||||||
Chicago Venture Partners, L.P. | |||||||||
Debt and Warrants | |||||||||
Convertible debt | 499,403 | ||||||||
Total standstill fee | $ 499,403 | $ 499,403 | |||||||
Number of notes for which standstill fee paid | item | 4 | 4 | |||||||
February 2018 note payable | |||||||||
Debt and Warrants | |||||||||
Carrying value of notes | 315,123 | $ 315,123 | $ 2,290,865 | ||||||
March 2018 note payable | |||||||||
Debt and Warrants | |||||||||
Carrying value of notes | 1,005,880 | ||||||||
March 2019 Promissory notes - one | |||||||||
Debt and Warrants | |||||||||
Notes payable | 500,000 | 500,000 | |||||||
March 2019 Promissory notes - two | |||||||||
Debt and Warrants | |||||||||
Notes payable | 300,000 | 300,000 | |||||||
Securities purchase agreement | Chicago Venture Partners, L.P. | |||||||||
Debt and Warrants | |||||||||
Notes payable | $ 1,090,341 | ||||||||
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 | 862,172 | 862,172 | 1,548,829 | ||||||
Maximum aggregate redemption amount | $ 500,000 | ||||||||
Standstill fee | 141,737 | ||||||||
Increase in principal balance of notes payable | 85,737 | ||||||||
Standstill fee paid in cash | 56,000 | ||||||||
Repayments of notes payable, principal | 811,065 | ||||||||
Repayments of notes payable, interest | 178,755 | ||||||||
Loss on extinguishment of debt | (243,419) | ||||||||
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% | ||||||||
Standstill fee | 198,841 | ||||||||
Increase in principal balance of notes payable | 118,841 | ||||||||
Standstill fee paid in cash | 80,000 | ||||||||
Repayments of notes payable, principal | 2,044,627 | ||||||||
Repayments of notes payable, interest | 203,866 | ||||||||
Loss on extinguishment of debt | (487,865) | 102,296 | |||||||
Securities purchase agreement | March 2018 note payable | Chicago Venture Partners, L.P. | |||||||||
Debt and Warrants | |||||||||
Proceeds from issuance of notes payable | 750,000 | ||||||||
Original issue discount | 315,341 | ||||||||
Transaction expenses | $ 25,000 | ||||||||
Interest rate (as a percent) | 8.00% | ||||||||
Standstill fee | 95,529 | ||||||||
Increase in principal balance of notes payable | 57,529 | ||||||||
Standstill fee paid in cash | 38,000 | ||||||||
Repayments of notes payable, principal | 1,050,114 | ||||||||
Repayments of notes payable, interest | 85,681 | ||||||||
Loss on extinguishment of debt | (1,210,676) | $ 223,824 | |||||||
Securities purchase agreement | March 2019 Promissory notes | |||||||||
Debt and Warrants | |||||||||
Notes payable | $ 5,500,000 | $ 5,500,000 |
Debt and Warrants - Long-term D
Debt and Warrants - Long-term Debt (Details) - USD ($) | Mar. 23, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Long Term Debt [Member] | ||||
Long-term debt | ||||
Interest expense on convertible debt | $ 0 | $ 99,300 | ||
March 2019 LOC Warrants | ||||
Long-term debt | ||||
Stand-by line of credit | $ 122,000 | $ 122,000 | ||
Principal amount (as a percent) | 75.00% | |||
Debt Agreement Third Amendment [Member] | ||||
Long-term debt | ||||
Principal paid | $ 689,345 | |||
Interest paid | 4,471 | |||
Cash proceeds | $ 600,000 |
Debt and Warrants - Warrant act
Debt and Warrants - Warrant activity (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Warrant Activity | ||
Beginning balance | 2,427,653 | 321,314 |
Warrants granted | 2,638,412 | 2,166,588 |
Warrants cancelled | (38,570) | (60,249) |
Ending balance | 5,027,495 | 2,427,653 |
Debt and Warrants - Warrants (D
Debt and Warrants - Warrants (Details) | Mar. 18, 2019USD ($) | Aug. 31, 2019USD ($) | Mar. 31, 2019USD ($)Y$ / sharesshares | Oct. 31, 2018USD ($)Y$ / sharesshares | Aug. 31, 2018USD ($)Yshares | Nov. 30, 2016USD ($)Y$ / sharesshares | Mar. 31, 2019USD ($)Y$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)Yshares | Mar. 30, 2019USD ($) |
Warrant Activity | ||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 670,586 | 111,111 | 670,586 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 0.70 | $ 0.70 | ||||||||
Term | 4 months | 5 years | ||||||||
Warrant liability | $ 1,275,443 | $ 1,275,443 | $ 220,376 | |||||||
Warrants granted | shares | 2,638,412 | 2,166,588 | ||||||||
Warrants expired | shares | 38,570 | 60,249 | ||||||||
Change in warrant liability | $ 46,057 | $ 263,854 | ||||||||
Strike price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | $ / shares | 0.84 | 0.84 | ||||||||
Expected life | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | Y | 5 | 5 | ||||||||
Volatility | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 132 | 132 | ||||||||
Risk free rate | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 2.77 | 2.77 | ||||||||
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) | shares | 111,111 | |||||||||
Warrant Activity | ||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 111,111 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.25 | |||||||||
Change in fair value of derivative liability | $ 3,606 | |||||||||
Warrant liability | $ 10,994 | $ 756,000 | $ 10,994 | $ 7,388 | ||||||
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 | 0.28 | 0.28 | 0.23 | |||||||
Series A Warrants | Expected life | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | Y | 3.16 | 3.16 | 3.41 | |||||||
Series A Warrants | Volatility | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 145.72 | 145.72 | 135.63 | |||||||
Series A Warrants | Risk free rate | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 2.21 | 2.21 | 2.46 | |||||||
Placement agent Warrants | ||||||||||
Warrant Activity | ||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 8,889 | |||||||||
Placement agent Warrants | Strike price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 11.25 | |||||||||
Financing Warrants | ||||||||||
Warrant Activity | ||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 30,000 | |||||||||
Term | 5 years | |||||||||
Warrants expired | shares | 17,582 | |||||||||
Financing Warrants | Strike price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 1.06 | |||||||||
Financing Warrants | Stock price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 1.06 | |||||||||
Financing Warrants | Expected life | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 5 | |||||||||
Financing Warrants | Volatility | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 126 | |||||||||
Financing Warrants | Risk free rate | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 3.83 | |||||||||
License Transaction Warrants Member | ||||||||||
Warrant Activity | ||||||||||
Warrant liability | $ 6,312 | |||||||||
License Transaction Warrants Member | Strike price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 1.06 | |||||||||
License Transaction Warrants Member | Stock price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 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 | |||||||||
Underwriter Warrants | ||||||||||
Warrant Activity | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.75 | |||||||||
Warrant liability | $ 611,286 | $ 274,018 | $ 212,988 | |||||||
Warrants granted | shares | 1,200,000 | |||||||||
Change in warrant liability | $ 61,030 | |||||||||
Underwriter Warrants | Strike price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 0.75 | 0.75 | 0.75 | 0.75 | ||||||
Underwriter Warrants | Stock price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 0.28 | 0.59 | 0.28 | 0.23 | ||||||
Underwriter Warrants | Expected life | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | Y | 4.51 | 5 | 4.51 | 4.76 | ||||||
Underwriter Warrants | Volatility | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 145.72 | 138 | 145.72 | 135.63 | ||||||
Underwriter Warrants | Risk free rate | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 2.23 | 2.51 | 2.23 | 2.51 | ||||||
March 2019 LOC Warrants | ||||||||||
Warrant Activity | ||||||||||
Warrant liability | $ 116,297 | $ 116,297 | ||||||||
Stand-by line of credit | $ 122,000 | $ 122,000 | ||||||||
March 2019 LOC Warrants | Strike price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | $ / shares | 0.25 | 0.25 | ||||||||
March 2019 LOC Warrants | Stock price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | $ / shares | 0.28 | 0.28 | ||||||||
March 2019 LOC Warrants | Volatility | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 146 | 146 | ||||||||
March 2019 LOC Warrants | Risk free rate | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 2.23 | 2.23 | ||||||||
March 2019 Promissory notes | ||||||||||
Warrant Activity | ||||||||||
Term | 4 months | |||||||||
Warrants issued as a percent of notes principal | 125.00% | 125.00% | ||||||||
Change in warrant liability | $ 18,579 | |||||||||
March 2019 Promissory notes | Strike price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | $ / shares | 0.47 | 0.47 | ||||||||
March 2019 Promissory notes | Stock price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | $ / shares | 0.47 | 0.47 | ||||||||
March 2019 Promissory notes | Expected life | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | Y | 5 | 5 | ||||||||
March 2019 Promissory notes | Volatility | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 146 | 146 | ||||||||
March 2019 Promissory notes | Risk free rate | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 2.42 | 2.42 | ||||||||
March 2019 Promissory notes - one | ||||||||||
Warrant Activity | ||||||||||
Fair value of warrants | $ 546,334 | $ 546,334 | $ 557,946 | |||||||
Change in warrant liability | $ 557,946 | |||||||||
March 2019 Promissory notes - two | ||||||||||
Warrant Activity | ||||||||||
Fair value of warrants | $ 327,800 | $ 327,800 | $ 334,767 | |||||||
Change in warrant liability | $ 334,767 | |||||||||
Minimum | Financing Warrants | ||||||||||
Convertible Promissory Notes and Common Stock Warrants [Line Items] | ||||||||||
Amount of shares issued | $ 3,000,000 | $ 3,000,000 | ||||||||
Common Stock | ||||||||||
Convertible Promissory Notes and Common Stock Warrants [Line Items] | ||||||||||
Share issue price (in dollars per share) | $ / shares | $ 0.28 | $ 0.28 | ||||||||
Securities purchase agreement | March 2019 Ladenburg Warrants | ||||||||||
Convertible Promissory Notes and Common Stock Warrants [Line Items] | ||||||||||
Shares issued (in shares) | shares | 1,331,332 | |||||||||
Warrant Activity | ||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 52,253 | 52,253 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.25 | $ 0.25 | ||||||||
Warrant liability | $ 13,028 | $ 13,028 | ||||||||
Securities purchase agreement | March 2019 Ladenburg Warrants | Strike price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 0.25 | 0.25 | ||||||||
Securities purchase agreement | March 2019 Ladenburg Warrants | Stock price | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 0.27 | 0.27 | ||||||||
Securities purchase agreement | March 2019 Ladenburg Warrants | Expected life | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | Y | 5 | 5 | ||||||||
Securities purchase agreement | March 2019 Ladenburg Warrants | Volatility | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 146 | 146 | ||||||||
Securities purchase agreement | March 2019 Ladenburg Warrants | Risk free rate | ||||||||||
Warrant Activity | ||||||||||
Warrants - Measurement input | 2.21 | 2.21 | ||||||||
Securities purchase agreement | March 2019 Promissory notes | ||||||||||
Warrant Activity | ||||||||||
Term | 4 months | |||||||||
Common Stock | License Transaction Warrants Member | Transaction within six months | ||||||||||
Warrant Activity | ||||||||||
Warrants exercisable | shares | 66,667 | |||||||||
Common Stock | License Transaction Warrants Member | Transaction after six months and within twelve months | ||||||||||
Warrant Activity | ||||||||||
Warrants exercisable | shares | 33,333 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2021 | Dec. 31, 2018 | |
Liquidation value | $ 12,738,822 | $ 9,199,002 | |||
Convertible preferred stock, shares outstanding | 5,524,926 | 5,524,926 | |||
Deemed dividend attributable to 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 | ||||
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) | $ 3.075 | $ 3.075 | |||
Beneficial Conversion Feature | $ 995,000 | ||||
Issuance of common stock in exchange for redemption of convertible preferred stock (in shares) | 3,314,956 | ||||
Convertible preferred stock, shares outstanding | 5,524,926 | 5,524,926 | |||
Deemed dividend attributable to preferred stock | $ 995,000 | ||||
Sagard Capital Partners, L.P. | Series A convertible participating preferred stock | |||||
Conversion ratio | 9 | 9 | |||
Effective conversion price | $ 2.775 | $ 0.2775 | |||
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 | $ 9,199,002 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | May 18, 2018shares | Mar. 31, 2019shares | Dec. 31, 2018shares | Jun. 01, 2018shares | Nov. 30, 2016shares |
Stockholders’ Equity | |||||
Reverse stock split ratio | 0.0667 | ||||
Shares of common stock reserved for issuance | |||||
Options issued and outstanding | 2,843,754 | 2,944,148 | |||
Options available for grant under stock option plans | 809,084 | 162,892 | |||
RSUs awards issued and outstanding | 392,904 | 392,904 | |||
Warrants issued and outstanding | 5,027,495 | 2,427,653 | |||
Convertible warrants | 670,586 | 111,111 | |||
Total | 43,191,054 | 10,210,814 | |||
Convertible notes | |||||
Shares of common stock reserved for issuance | |||||
Convertible warrants | 759,396 | 759,396 | |||
Preferred Convertible Stock | |||||
Shares of common stock reserved for issuance | |||||
Convertible warrants | 33,149,556 | 3,314,956 | |||
Inducement options | |||||
Shares of common stock reserved for issuance | |||||
Options issued and outstanding | 208,865 | 208,865 | |||
Blank check preferred stock | |||||
Stockholders’ Equity | |||||
Common stock, shares authorized | 10,000,000 | ||||
Common Stock | |||||
Stockholders’ Equity | |||||
Common stock, shares authorized | 210,000,000 | ||||
Common Stock | Common stock - voting | |||||
Stockholders’ Equity | |||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |
Common Stock | Common stock - non-voting | |||||
Stockholders’ Equity | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Stock Incentive Plans (Details) - USD ($) | May 12, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Shares Available for Grant | ||||
Beginning balance (in shares) | 162,892 | |||
Ending balance (in shares) | 809,084 | 162,892 | ||
Stock Options Outstanding | ||||
Beginning balance (in shares) | 2,944,148 | |||
Ending balance (in shares) | 2,843,754 | 2,944,148 | ||
RSUs Outstanding | ||||
Beginning balance (in shares) | 392,904 | |||
Ending balance (in shares) | 392,904 | 392,904 | ||
Options vested, exercisable and expected to vest | ||||
Weighted average grant date fair value of stock options granted (in dollars per share) | $ 0.25 | $ 2.55 | ||
Number of options vested (in shares) | 523,602 | 235,026 | ||
Weighted average fair value of options vested on grant date | $ 1,870,671 | $ 251,060 | ||
Inducement options | ||||
Stock Options Outstanding | ||||
Beginning balance (in shares) | 208,865 | |||
Options granted (in shares) | 209,531 | |||
Ending balance (in shares) | 208,865 | 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 | |||
Common Stock | ||||
Options vested, exercisable and expected to vest | ||||
Share Price | $ 0.28 | |||
2013 Plan | ||||
Stock Based Compensation | ||||
Option shares outstanding | 33,769 | |||
2013 Plan | Stock options | ||||
Stock Options Outstanding | ||||
Options granted (in shares) | 0 | |||
2014 Plan | ||||
Stock Based Compensation | ||||
Option shares outstanding | 2,809,985 | |||
Shares Available for Grant | ||||
Beginning balance (in shares) | 162,892 | |||
Additional shares authorized (in shares) | 545,797 | |||
Options granted (in shares) | (4,800) | |||
Options cancelled (in shares) | 105,195 | |||
Ending balance (in shares) | 809,084 | 162,892 | ||
Stock Options Outstanding | ||||
Beginning balance (in shares) | 2,944,148 | |||
Options granted (in shares) | 4,800 | |||
Options cancelled (in shares) | (105,194) | |||
Ending balance (in shares) | 2,843,754 | 2,944,148 | ||
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) | $ 5.81 | |||
Options granted (in dollars per share) | 0.25 | |||
Options cancelled (in dollars per share) | 5.36 | |||
Ending balance (in dollars per share) | $ 6.01 | $ 5.81 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted Average Remaining Contractual Life (Years) | 9 years | 9 years 2 months 27 days | ||
Options vested, exercisable and expected to vest | ||||
Options vested and exercisable (in shares) | 1,130,584 | |||
Options vested and exercisable (in dollars per share) | $ 8.95 | |||
Options vested and exercisable (in years) | 8 years 9 months 26 days | |||
Options vested and expected to vest (in shares) | 2,789,671 | |||
Options vested and expected to vest (in dollars per share) | $ 6.01 | |||
Options vested and expected to vest (in years) | 9 years | |||
Options exercised (in shares) | 0 | 0 | ||
2014 Plan | Stock options | ||||
Stock Based Compensation | ||||
Increase in share reserve based on outstanding number of shares (as a percent) | 2.00% |
Stock Incentive Plans - Stock-B
Stock Incentive Plans - Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stock Based Compensation | ||
Total stock-based compensation expense | $ 426,508 | $ 272,243 |
Research and development expense | ||
Stock Based Compensation | ||
Total stock-based compensation expense | 67,051 | 79,714 |
Sales and marketing expense | ||
Stock Based Compensation | ||
Total stock-based compensation expense | 33,842 | 2,385 |
General and administrative expense | ||
Stock Based Compensation | ||
Total stock-based compensation expense | 325,615 | $ 190,144 |
Stock options and RSUs | ||
Stock Based Compensation | ||
Unrecognized stock-based compensation expense | $ 2,308,797 | |
Expected weighted average period to be recognized | 1 year 7 months 13 days | |
Minimum | Employee stock options | ||
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | ||
Weighted-average volatility (as a percent) | 108.30% | 87.40% |
Weighted-average expected term (years) | 5 years 9 months 22 days | 5 years 1 month 6 days |
Risk-free interest rate (as a percent) | 2.50% | 2.60% |
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) | 108.50% | 92.40% |
Weighted-average expected term (years) | 5 years 9 months 18 days | |
Risk-free interest rate (as a percent) | 2.60% | 2.70% |
Stock Incentive Plan - 401(k) P
Stock Incentive Plan - 401(k) Plan (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
401(k) Plan | |
Employer contributions to the plan | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Calculation of basic and diluted net loss per common share | ||
Net loss attributable to common shareholders (basic and diluted) | $ (8,303,871) | $ (6,691,637) |
Shares used to compute net loss per common share, basic and diluted | 34,524,145 | 8,631,142 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.24) | $ (0.75) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders- Excluded From Calculation (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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) | 42,381,970 | 5,831,680 |
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) | 2,843,754 | 1,043,070 |
Inducement options | ||
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) | 208,865 | |
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) | 5,027,495 | 321,335 |
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 | 392,923 |
Preferred Convertible 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) | 33,149,556 | 3,314,956 |
Convertible notes | ||
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) | 759,396 | 759,396 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | |
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | |
Segment Information | ||
Number of segments | segment | 2 | |
Revenue from external customers | $ 1,589,733 | $ 804,356 |
Segment profit (loss) | (8,303,871) | (5,696,637) |
Human Health | ||
Segment Information | ||
Segment profit (loss) | (5,511,092) | (2,899,306) |
Animal Health | ||
Segment Information | ||
Segment profit (loss) | (2,792,779) | (2,797,331) |
Product revenue, net | ||
Segment Information | ||
Revenue from external customers | 1,589,733 | 626,967 |
Product revenue, net | Human Health | ||
Segment Information | ||
Revenue from external customers | 1,543,121 | 583,269 |
Product revenue, net | Animal Health | ||
Segment Information | ||
Revenue from external customers | $ 46,612 | $ 43,698 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | May 13, 2019 | May 10, 2019 | May 08, 2019 | Apr. 01, 2019 | Nov. 09, 2018 | Jan. 07, 2019 |
Subsequent Events. | ||||||
Common stock minimum bid price required for Nasdaq listing rule | $ 1 | |||||
Common stock minimum bid price required to regain compliance | $ 1 | |||||
Minimum number of consecutive business days needed to meet required minimum closing bid price | 30 days | |||||
Subsequent event | ||||||
Subsequent Events. | ||||||
Second grace period | 180 days | 180 days | ||||
Grace period provided with minimum bid price to regain compliance | 180 days | |||||
Securities purchase agreement | ||||||
Subsequent Events. | ||||||
Price per share | $ 0.75 | |||||
April Equity Line Offering | Securities purchase agreement | Subsequent event | ||||||
Subsequent Events. | ||||||
Number of shares authorized to issue | 20,000,000 | |||||
Price per share | $ 0.28 | |||||
Number of shares issued | 20,000,000 | |||||
Proposed Registered Offering | Maximum | ||||||
Subsequent Events. | ||||||
Proposed aggregate offer price | $ 10 | |||||
Proposed Registered Offering | Class A units | ||||||
Subsequent Events. | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||||
Proposed Registered Offering | Class B units | ||||||
Subsequent Events. | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Uncategorized Items - jagx-2019
Label | Element | Value |
Promissory Notes Issued March2019 One [Member] | ||
Debt Instrument, Face Amount | us-gaap_DebtInstrumentFaceAmount | $ 500,000 |
Debt Instrument, Face Amount | us-gaap_DebtInstrumentFaceAmount | 500,000 |
Debt Instrument, Face Amount | us-gaap_DebtInstrumentFaceAmount | 500,000 |
Promissory Notes Issued March2019 Two [Member] | ||
Debt Instrument, Face Amount | us-gaap_DebtInstrumentFaceAmount | 300,000 |
Debt Instrument, Face Amount | us-gaap_DebtInstrumentFaceAmount | 300,000 |
Debt Instrument, Face Amount | us-gaap_DebtInstrumentFaceAmount | $ 300,000 |