200 Pine Street, Suite 400, San Francisco, CA 94104
Tel: 415.371.8300 • Fax: 415.371.8311
https://jaguar.health
May 19, 2022
Dear Stockholder:
You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”)
of Jaguar Health, Inc. (the “Company”) to be held at 200 Pine Street, Suite 400, San Francisco, CA 94104,
on Friday, June 10, 2022, at 8:30 a.m., local time.
At the Annual Meeting you will be asked to (i) elect three (3) Class I directors to our Board of Directors
(ii) ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2022, (iii) approve, for purposes of Nasdaq Rule 5635(d), the issuance
of shares of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”)
upon the exchange of certain royalty interests and a promissory note previously issued by the Company to
certain accredited investors, and (iv) approve discretionary authority for the Company to adjourn the Annual
Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time
of the Annual Meeting to approve proposal (iii).
It is important that your shares be represented and voted whether or not you plan to attend the Annual
Meeting in person. You may vote on the Internet, by telephone or by completing and mailing a proxy card
or voting instruction form. Voting over the Internet, by telephone or by mail will ensure your shares are
represented at the Annual Meeting. If you do attend the Annual Meeting, you may, of course, withdraw
your proxy should you wish to vote in person. Please read the enclosed information carefully before voting.
Sincerely,
Lisa A. Conte
Chief Executive Officer & President
JAGUAR HEALTH, INC.
200 Pine Street
Suite 400
San Francisco, CA 94104
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 10, 2022
NOTICE HEREBY IS GIVEN that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”)
of Jaguar Health, Inc. (the “Company”) will be held at 200 Pine Street, Suite 400, San Francisco, CA 94104,
on Friday, June 10, 2022, at 8:30 a.m., local time, for the following purposes:
1. Electing three (3) Class I directors (Proposal 1);
2. Ratifying the appointment of RBSM LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022 (Proposal 2);
3. Approving, for purposes of Nasdaq Rule 5635(d), the issuance of shares of the Company’s
voting common stock, par value $0.0001 per share (the “Common Stock”) upon the exchange of
certain royalty interests and a promissory note previously issued by the Company to certain accredited
investors (Proposal 3);
4. Approving a proposal to grant discretionary authority to adjourn the Annual Meeting, if
necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the
Annual Meeting to approve Proposal 3 (Proposal 4); and
5. Such other business as properly may come before the Annual Meeting or any adjournment or
postponement thereof.
The board of directors is not aware of any other business to be presented to a vote of the stockholders
at the Annual Meeting. Information relating to the above matters is set forth in the attached Proxy Statement.
Stockholders of record at the close of business on May 13, 2022 are entitled to receive notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.
By Order of the Board of Directors.
Lisa A. Conte
Chief Executive Officer & President
San Francisco, California
May 19, 2022
Information relating to the above matters is set forth in the attached Proxy Statement. Stockholders of
record at the close of business on May 13, 2022 are entitled to receive notice of and to vote at the Annual
Meeting and any adjournment or postponement thereof. If you have questions concerning the proposals in
the Proxy Statement, would like additional copies of the Proxy Statement or need help in voting your shares of
Common Stock, please contact our proxy solicitor Georgeson LLC at 866-821-0284.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held
on June 10, 2022. The proxy materials are available at
https://jaguarhealth.gcs-web.com/financial-information/annual-reports
PLEASE CAREFULLY READ THE PROXY STATEMENT. EVEN IF YOU EXPECT TO ATTEND
THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, EXECUTE, DATE AND RETURN
THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
YOU MAY ALSO VOTE ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE BY
FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD OR VOTING
INSTRUCTION FORM. IF YOU VOTE BY INTERNET OR TELEPHONE, THEN YOU NEED NOT
RETURN A WRITTEN PROXY CARD OR VOTING INSTRUCTION FORM BY MAIL.
STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES
AND VOTE IN PERSON IF THEY SO DESIRE (AS DESCRIBED BELOW).
JAGUAR HEALTH, INC.
200 Pine Street
Suite 400
San Francisco, CA 94104
PROXY STATEMENT
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 10, 2022
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
We are furnishing this Proxy Statement to our stockholders in connection with the solicitation of
proxies by our board of directors to be voted at the 2022 Annual Meeting of Stockholders (the “Annual
Meeting”) and at any adjournment or postponement thereof. The Annual Meeting will be held at 200 Pine
Street, Suite 400, San Francisco, CA 94104, on Friday, June 10, 2022, at 8:30 a.m., local time.
When used in this Proxy Statement, the terms the “Company,” “we,” “us,” “our” and “Jaguar” refer to
Jaguar Health, Inc.
The Securities and Exchange Commission (“SEC”) rules require us to provide an annual report to
stockholders who receive this Proxy Statement. Accordingly, we have enclosed our Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), which was filed on March 11,
2022, with this Proxy Statement, and we will also provide copies of such documents to brokers, dealers,
banks, voting trustees and their nominees for the benefit of their beneficial owners of record. Pursuant to
rules adopted by the SEC, the Company is also providing access to its proxy materials over the Internet. All
stockholders will have the ability to access the proxy materials at
https://jaguarhealth.gcs-web.com/financial- information/annual-reports.
The date on which the Notice of 2022 Annual Meeting of Stockholders, this Proxy Statement, the
Annual Report and form of proxy card or voting instruction form are first being sent or given to stockholders
is on or about May 19, 2022.
GENERAL INFORMATION ABOUT VOTING
Record Date
As of May 13, 2022, the record date for the Annual Meeting (the “Record Date”), we anticipate that
there will be 77,863,506 shares of our common stock, par value $0.0001 per share (the “Common Stock”),
which are issued and outstanding. Only holders of record of our Common Stock as of the close of business
on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or
postponement thereof. A list of such holders will be open to the examination of any stockholder for any
purpose germane to the meeting at Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA 94104
for a period of ten (10) days prior to the Annual Meeting. The list of stockholders will also be available for
such examination at the Annual Meeting. In addition, as of May 13, 2022, there will be 673 shares of our
non-voting common stock outstanding, but these shares will have no voting rights with respect to any of the
proposals being considered at the Annual Meeting. Each share of non-voting common stock is convertible
into one-three thousand fiftieth (1/3,150th) of a share of Common Stock at the election of the holder thereof.
1
The use of the capitalized term “Common Stock” in this Proxy Statement and related materials refers only
to the Company’s common stock and does not include the Company’s convertible non-voting common stock.
Voting, Quorum and Revocability of Proxies
Each share of Common Stock entitles the holder of record thereof to one vote. No other securities are
entitled to be voted at the Annual Meeting. Each stockholder holding Common Stock may vote in person
or by proxy on all matters that properly come before the Annual Meeting and any adjournment or
postponement thereof (except as otherwise described below).
Stockholders have no right to cumulative voting as to any matter, including the election of directors.
The presence, in person or represented by proxy, of holders of one third (1/3) of the shares of capital stock
of the Company outstanding on the Record Date and entitled to vote at the Annual Meeting will constitute a
quorum for purposes of voting at the Annual Meeting. Properly executed proxies marked “ABSTAIN” or
“WITHHOLD,” as well as broker non-votes, will be counted as “present” for purposes of determining the
existence of a quorum. If a quorum should not be present, either the chairperson of the meeting or a majority
in voting power of the stockholders entitled to vote on the adjournment may adjourn such meeting from
time to time until a quorum is obtained.
Our board of directors is soliciting proxies for use in connection with the Annual Meeting and any
postponement or adjournment thereof. If you vote your shares via the Internet or by telephone or execute
and return the proxy card or voting instruction form accompanying this Proxy Statement, your shares will be
voted as you direct on all matters properly coming before the Annual Meeting for a vote. For Proposal 1,
you may vote “FOR” or “WITHHOLD” authority for one or more of the nominees. For Proposals 2, 3 and
4, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
If your shares are registered directly in your name with our transfer agent, American Stock Transfer &
Trust Company, LLC (the “Transfer Agent”), you are considered, with respect to those shares, the stockholder
of record. As the stockholder of record, you have the right to grant your proxy directly to the Company or
to vote your shares in person at the Annual Meeting. If you hold your shares in a stock brokerage account or
through a bank or other financial intermediary, you are considered the beneficial owner of shares held in
street name. Your bank, broker or other financial intermediary is considered, with respect to those shares, the
stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other
financial intermediary on how to vote your shares, but because you are not the stockholder of record, you
may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record
holder giving you the right to vote the shares. As a beneficial owner, you are, however, welcome to attend
the Annual Meeting in person provided that you present a valid legal proxy from the record holder (i.e., bank,
broker, trustee or other nominee) to you.
Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as
described in the proxy card or voting instruction form, so that your vote will be counted if you later decide
not to attend the Annual Meeting. Submitting your proxy now will not prevent you from voting your shares in
person by written ballot at the Annual Meeting if you desire to do so, as your proxy is revocable at your
option.
You may revoke your proxy by (a) delivering to the Secretary of the Company at or before the Annual
Meeting a written notice of revocation bearing a later date than the proxy, (b) duly executing a subsequent
proxy and delivering it to the Secretary of the Company at or before the Annual Meeting or (c) attending the
Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself
constitute revocation of a proxy). Any written notice revoking a proxy should be delivered at or prior to the
Annual Meeting to: Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA 94104, Attention:
Jonathan S. Wolin. Beneficial owners of our Common Stock who are not holders of record and wish to revoke
their proxy should contact their bank, brokerage firm or other custodian, nominee or fiduciary to inquire
about how to revoke their proxy.
The shares represented by all valid proxies received will be voted in the manner specified. Where
specific choices are not indicated on a validly executed and delivered proxy, the shares represented by such
proxy will be voted: (i) “FOR” the nominees for director named in this Proxy Statement, (ii) “FOR” the
2
ratification of the appointment of RBSM LLP (“RBSM”) as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022, (iii) “FOR” the approval of, for purposes
of Nasdaq Rule 5635(d), the issuance of shares of the Company’s voting common stock, par value $0.0001
per share (the “Common Stock”) upon the exchange of certain royalty interests and a promissory note
previously issued by the Company to certain accredited investors; and (iv) “FOR” the approval of
discretionary authority for the Company to adjourn the Annual Meeting, if necessary, to solicit additional
proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3.
We will bear all expenses of this solicitation, including the cost of preparing and mailing this Proxy
Statement. We have retained Georgeson LLC to solicit proxies for a base fee of $6,500 plus reimbursement
of reasonable out-of-pocket expenses. In addition to solicitation by use of the mail, proxies may be solicited
by telephone, facsimile or personally by our directors, officers and employees, who will receive no extra
compensation for their services. We will reimburse banks, brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy soliciting materials to beneficial
owners of shares of Common Stock.
Broker Voting
Brokers holding shares of record in “street name” for a client have the discretionary authority to vote
on some matters (routine matters) if they do not receive instructions from the client regarding how the client
wants the shares voted at least 10 days before the date of the meeting; provided the proxy materials are
transmitted to the client at least 15 days before the meeting. There are also some matters with respect to which
brokers do not have discretionary authority to vote (non-routine matters) if they do not receive timely
instructions from the client. When a broker does not have discretion to vote on a particular matter and the
client has not given timely instructions on how the broker should vote, a broker non-vote results. Any broker
non-vote will be counted as present at the Annual Meeting for purposes of determining a quorum, but will
be treated as not entitled to vote with respect to non-routine matters.
The proposal to ratify the appointment of RBSM as our independent registered public accounting firm
for the fiscal year ending December 31, 2022 (Proposal 2) is considered a routine matter and brokers will be
permitted to vote in their discretion on this matter on behalf of clients who have not furnished voting
instructions at least 10 days before the date of the Annual Meeting. In contrast, the proposal to elect directors
(Proposal 1), the proposal to approve, for purposes of Nasdaq Rule 5635(d), the issuance of shares of the
Company’s voting common stock, par value $0.0001 per share (the “Common Stock”) upon the exchange of
certain royalty interests and a promissory note previously issued by the Company to certain accredited
investors (Proposal 3), and the proposal to approve discretionary authority for the Company to adjourn the
Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at
the time of the Annual Meeting to approve Proposal 3 (Proposal 4) are not considered “routine” matters and
brokers do not have discretionary authority to vote on behalf of clients on such matters.
Required Vote
Proposal 1 — Election of Class I Directors
With respect to the proposal to elect directors (Proposal 1), you may vote in favor of all nominees,
withhold your vote as to all nominees or vote in favor of or withhold your vote as to specific nominees. The
vote required to approve Proposal 1 is governed by Delaware law, the Company’s Third Amended and
Restated Certificate of Incorporation, as amended (the “COI”), and our Amended and Restated Bylaws, as
amended (the “Bylaws”) and is a plurality of the votes cast by the holders of shares represented and
entitled to vote at the Annual Meeting, provided a quorum is present. As a result, in accordance with
Delaware law, votes that are withheld will be counted in determining whether a quorum is present but will
have no other effect on the election of directors. Stockholders have no right to cumulative voting as to any
matter, including the election of directors.
Proposal 2 — Ratification of Independent Registered Public Accounting Firm
With respect to the proposal to ratify the Audit Committee’s appointment of RBSM as our independent
registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2), you may vote
3
in favor of the proposal, vote against the proposal or abstain from voting. The vote required to approve
Proposal 2 is governed by Delaware law, the COI and the Bylaws and is the affirmative vote of the holders
of a majority of votes cast on such proposal by the shares of Common Stock present in person or represented
by proxy at the Annual Meeting and entitled to vote, provided a quorum is present. As a result, abstentions
will be considered in determining whether a quorum is present but will have no effect on the vote for
Proposal 2.
Proposal 3 — Issuance of Shares of Common Stock Upon Exchange of Royalty Interests and a Promissory
Note for Purposes of Nasdaq Listing Rule 5635(d)
With respect to the proposal to approve, for purposes of Nasdaq Rule 5635(d), the issuance of shares
of Common Stock upon the exchange, from time to time at Company’s discretion, of all or any portion of
certain royalty interests and a promissory note previously issued by the Company to certain accredited
investors, you may vote in favor of the proposal, vote against the proposal or abstain from voting. The vote
required to approve Proposal 3 is governed by Delaware law, the Nasdaq Listing Rules, the COI and the
Bylaws and is the affirmative vote of the holders of a majority of the votes cast on such proposal by the
shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to
vote, provided a quorum is present. As a result, abstentions will be considered in determining whether a
quorum is present but will have no effect on the vote for Proposal 3.
Proposal 4 — Adjournment
With respect to the proposal to grant discretionary authority to adjourn the Annual Meeting, if
necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the
Annual Meeting to approve Proposal 3, you may vote in favor of the proposal, vote against the proposal or
abstain from voting. The vote required to approve Proposal 4 is governed by Delaware law, the COI and the
Bylaws and is the affirmative vote of the holders of a majority of votes cast affirmatively or negatively
(excluding abstentions and broker non-votes), provided a quorum is present. As a result, abstentions will be
considered in determining whether a quorum is present but will have no effect on the vote for Proposal 4.
NO DISSENTERS’ RIGHTS
The corporate action described in this Proxy Statement will not afford to stockholders the opportunity
to dissent from the actions described herein and receive an agreed or judicially appraised value for their shares
of Common Stock.
4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements in this Proxy Statement that are not historical statements, including statements
regarding future capital-raising activities and expected use of proceeds therefrom, our estimates regarding
expenses, future revenues, capital requirements, needs for additional financing, our ability to obtain additional
financing, our success with regard to any business development initiatives, our ability to recruit or retain
key scientific or management personnel or to retain our executive officers, our stock price and ability to meet
the continued listing requirements of The Nasdaq Capital Market, and any other statements regarding our
future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or
performance that are not historical facts, are forward-looking statements within the meaning of the federal
securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond
our control, which could cause actual results to differ materially from the results expressed or implied by
the statements. We describe risks and uncertainties that could cause actual results and events to differ
materially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section of our annual report on Form 10-K for the year ended December 31, 2021 (the
“Annual Report”).
Any forward-looking statements should be considered in light of such important factors. We undertake no
obligation to revise or update publicly any forward-looking statements for any reason. Readers are cautioned
not to place undue reliance on any forward-looking statement, which speaks only as of the date on which such
statement is made.
All subsequent written and oral forward-looking statements concerning the matters addressed in this
Proxy Statement and attributable to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this Proxy Statement.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of shares of our Common
Stock as of April 25, 2022 for:
• each person known to us to be the beneficial owner of more than 5% of our outstanding shares of
Common Stock;
• each of our named executive officers;
• each of our directors; and
• all directors and named executive officers as a group.
Information with respect to beneficial ownership has been furnished by each director, executive officer
or beneficial owner of more than 5% of our Common Stock. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting and investment power with respect to
the securities. Except as otherwise provided by footnote, and subject to applicable community property laws,
the persons named in the table have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. The number of shares of Common Stock used to calculate
the percentage ownership of each listed person includes the shares of Common Stock underlying options or
warrants or convertible securities held by such persons that are currently exercisable or convertible or
exercisable or convertible within 60 days of April 25, 2022, but are not treated as outstanding for the purpose
of computing the percentage ownership of any other person.
Percentage of beneficial ownership is based on 77,073,990 shares of Common Stock and 673 shares of
non-voting common stock outstanding as of April 25, 2022.
Except as otherwise set forth below, the address of each beneficial owner listed in the table below is
c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, California 94104.
Name and address of beneficial owner
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5% Stockholders:
Josh Mailman(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oasis Capital, LLC(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Named executive officers and directors:
Lisa A. Conte(3)
Steven R. King, Ph.D.(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Jonathan S. Wolin(5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ian Wendt(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
James J. Bochnowski(7)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Jonathan B. Siegel(8)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John Micek III(9)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Greg Divis(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All current executive officers and directors as a group (8 persons)(11)
. . . . . . . . . .
Number of
Shares
Beneficially
Owned
Percentage
of Shares
Beneficially
Owned
8,614,138
4,604,484
11.06%
5.91%
578,222
180,415
137,038
78,471
375,796
136,016
84,456
84,039
1,654,453
*
*
*
*
*
*
*
*
2.08%
*
Less than 1%.
(1) Represents (1) 4,088,758 shares of Common Stock held by Joshua Mailman, (ii) 4,366,665 shares of
Common Stock held by Joshua Mailman Foundation, and (iii) 158,715 shares of Common Stock held
by EJM 2012 Trust. Mr. Mailman has voting and investment power over the shares held by the Joshua
Mailman Foundation. Ms. Monica Winsor, Mr. Mailman’s spouse, is the sole trustee of the EJM
2021 Trust and has voting and investment power over the shares held by the EJM 2021 Trust. The address
of Mr. Mailman and Ms. Winsor are c/o Citrin Cooperman, 50 Rockefeller Plaza, New York,
NY 10020.
6
(2) As reported on Schedule 13G filed on January 11, 2022. The address for the reporting person is
208 Ponce de Leon Ave Ste 1600, San Juan, Puerto Rico 00918.
(3) Represents (i) 7,978 shares of Common Stock (ii) 512,744 shares of Common Stock issuable to
Ms. Conte under stock options that are exercisable or will become exercisable in the 60 days subsequent
to April 25, 2022, (iii) 45,000 shares of RSUs that are exercisable, and (iv) Bridge Warrants exercisable
in 12,500 shares of Common Stock. The weighted average exercise price of the 512,744 stock options is
$14.62.
(4) Represents (i) 2 shares of Common Stock, (ii) 167,080 shares of Common Stock issuable to Dr. King
under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 25,
2022, and (iii) 13,133 shares of RSUs that are exercisable. The weighted average exercise price of the
167,080 stock options is $15.13.
(5) Represents (i) 130,372 shares of Common Stock issuable to Mr. Wolin under stock options that are
exercisable or will become exercisable in the 60 days subsequent to April 25, 2022 and (ii) 6,666 shares
of RSUs that are exercisable. The weighted average exercise price of the 130,372 stock options is $5.02.
(6) Represents (i) 71,805 shares of Common Stock issuable to Mr. Wendt under stock options that are
exercisable or will become exercisable in the 60 days subsequent to April 25, 2022, and (ii) 6,666 shares
of RSUs. The weighted average exercise price of the 71,805 stock options is $3.48.
(7) Represents (i) 60,632 shares of Common Stock, (ii) 108,678 shares of Common Stock issuable to
Mr. Bochnowski under stock options that are exercisable or will become exercisable in the 60 days
subsequent to April 25, 2022, (iii) 13,133 shares of RSUs that are exercisable, and (iii) Series 1, Series 2,
and Bridge Warrants exercisable into 193,303 shares of Common Stock. The weighted average
exercise price of the 108,678 stock options is $19.33.
(8) Represents (i) 4,425 shares of Common Stock, (ii) 105,589 shares of Common Stock issuable to
Mr. Siegel under stock options that are exercisable or will become exercisable in the 60 days subsequent
to April 25, 2022, (iii) 12,133 shares of RSUs that are exercisable, and (iii) Series 1, Series 2, and
Bridge Warrants exercisable into 13,678 shares of Common Stock. The weighted average exercise price
of the 10,589 stock options is $7.12.
(9) Represents (i) 72,323 shares of Common Stock issuable to Mr. Micek under stock options that are
exercisable or will become exercisable in the 60 days subsequent to April 25, 2022 and (ii) 12,133 shares
of RSUs that are exercisable. The weighted average exercise price of the 72,323 stock options is
$15.77.
(10) Represents (i) 71,906 shares of Common Stock issuable to Mr. Divis under stock options that are
exercisable or will become exercisable in the 60 days subsequent to April 25, 2022 and (ii) 12,133 shares
of RSUs that are exercisable. The weighted average exercise price of the 70,323 stock options is
$6.28.
(11) See footnotes (3 – 10).
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PROPOSAL 1 — ELECTION OF DIRECTORS
Nominee
Our Board of Directors currently consists of five (5) members, James J. Bochnowski, Lisa A. Conte,
Greg J. Divis, John Micek III and Jonathan B. Siegel, who are divided into three classes with staggered
three- year terms. The Board has nominated James J. Bochnowski, Lisa A. Conte and Jonathan B. Siegel for
re-election as Class I directors. If elected as a Class I director at the Annual Meeting, each of the nominees
will serve and hold office for a three-year term expiring at the 2025 Annual Meeting of Stockholders and until
his/her successor has been duly elected and qualified.
Each of the nominees has consented to continue his/her service as a director if elected. If any of the
nominees should be unavailable to serve for any reason (which is not anticipated), the Board of Directors
may designate a substitute nominee or nominees (in which event the persons named on the enclosed proxy
card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or
nominees), allow the vacancy or vacancies to remain open until a suitable candidate or candidates are
located, or by resolution provide for a lesser number of directors or fill the position(s). All of the nominees
for director are, at present, directors of Jaguar and have been nominated by our Nominating and Corporate
Governance Committee and ratified by our full Board.
Vote Required
The vote required to approve Proposal 1 is the plurality of the votes cast by the holders of shares of
Common Stock represented and entitled to vote at the Annual Meeting, provided a quorum is present. As a
result, in accordance with Delaware law, votes that are withheld will be counted in determining whether a
quorum is present but will have no other effect on the election of directors. Stockholders have no right to
cumulative voting as to any matter, including the election of directors.
The Board of Directors unanimously recommends that the stockholders vote “FOR” Proposal No. 1 to
elect James J. Bochnowski, Lisa A. Conte and Jonathan B. Siegel as Class I directors.
Information Regarding the Board of Directors and Director Nominees
The following table lists our directors and proposed director nominee, their respective ages and
positions as of April 11, 2022:
Name
James J. Bochnowski(1)(2)(3)
Lisa A. Conte
Greg J. Divis
John Micek III(1)(3)
Jonathan B. Siegel(1)(2)
Age
Position
78 Chairman of the Board (Class I)
63 Chief Executive Officer, President and Director (Class I)
55 Director (Class III)
69 Director (Class II)
48 Director (Class I)
(1) Member of the audit committee.
(2) Member of the compensation committee.
(3) Member of the nominating committee.
James J. Bochnowski. Mr. Bochnowski has served as a member of our board of directors since
February 2014 and as Chairperson of our board since June 2014. He also serves as a member of the board
of directors of our wholly-owned subsidiary, Napo Pharmaceuticals, Inc. (“Napo”), since February 2014.
Since 1988, Mr. Bochnowski has served as the founder and Managing Member of Delphi Ventures, a
venture capital firm. In 1980, Mr. Bochnowski co-founded Technology Venture Investors. Mr. Bochnowski
holds an M.B.A. from Harvard University Graduate School of Business and a B.S. in Aeronautics and
Astronautics from Massachusetts Institute of Technology.
8
We believe Mr. Bochnowski is qualified to serve on our board of directors due to his significant
experience with venture capital backed healthcare companies and experience as both an executive officer
and member of the board of directors of numerous companies.
Lisa A. Conte. Ms. Conte has served as our President, Chief Executive Officer and a member of our
board of directors since she founded the Company in June 2013. Ms. Conte also serves as the Chief Executive
Officer and a member of the board of Napo since she founded Napo in November 2001 and a member of
the board of our majority owned subsidiary Napo Therapeutics, S.p.A. (f/k/a Napo EU S.p.A.) (“Napo
Therapeutics”) since its inception in March 2021. In 1989, Ms. Conte founded Shaman Pharmaceuticals, Inc.,
a natural product pharmaceutical company. Ms. Conte is also currently a member of the board of directors
of Healing Forest Conservatory, a California not-for-profit public benefit corporation, and serves on the
Editorial Advisory Board of Life Science Leader magazine. Ms. Conte holds an M.S. in Physiology and
Pharmacology from the University of California, San Diego, and an M.B.A. and A.B. in Biochemistry from
Dartmouth College.
We believe Ms. Conte is qualified to serve on our board of directors due to her extensive knowledge of
our Company and experience with our product and product candidates, as well as her experience managing
and raising capital for public and private companies.
Greg J. Divis. Mr. Divis has served as a member of our board of directors and the board of directors
of Napo since June 2018. Mr. Divis currently serves as the Chief Executive Officer of Avadel Pharmaceuticals
plc (“Avadel”), an emerging bio-pharmaceutical company he joined in 2017. He served as a Chief Operating
Officer at Avadel from January 2017 through December 2018. He served as a board member at Tolero
Pharmaceuticals, Inc., a privately held oncology development company, from May 2015 until its sale to
Dainippon Sumitomo in June 2017. Prior to Avadel he served as an Operating Partner for Linden Capital
Partners, a healthcare-focused middle market private equity firm. Previous roles also include President and
Chief Executive Officer of Lumara Health, Inc., a specialty-branded pharmaceutical company focused on
women’s health, where Mr. Divis led the successful turnaround and transformation of the business resulting
in a series of transactions culminating in the successful sale to AMAG Pharmaceuticals, Inc. Mr. Divis has
also held such notable roles as Vice President, Business Development & Lifecycle Management at Sanofi-
Aventis, and Vice-President and General Manager, UK and Ireland, for Schering-Plough Corporation. He
currently serves on the board of directors of Avadel Pharmaceuticals and previously served on the board of
directors of Tolero Pharmaceuticals. Mr. Divis is a graduate of the University of Iowa.
We believe Greg J. Divis is qualified to serve on our board of directors due to his extensive experience
in the pharmaceutical industry and experience as both an executive officer and member of the board of
directors of other companies.
John Micek III. Mr. Micek has served as a member of our board of directors and the board of
directors of Napo since April 2016 and a member of the board of directors of Napo Therapeutics since
March 2021. From 2000 to 2010, Mr. Micek was managing director of Silicon Prairie Partners, LP, a Palo
Alto, California based family-owned venture fund. Since 2010, Mr. Micek has been managing partner of
Verdant Ventures, a merchant bank dedicated to sourcing and funding university and corporate laboratory
spinouts in areas including pharmaceuticals and cleantech. Mr. Micek serves on the board of directors of
Armanino Foods of Distinction, Innovare Corporation and JAL/Universal Assurors. He is also a board
member and the Chief Executive Officer and Chief Financial Officer of Enova Systems and from March 2014
to August 2015 he served as interim Chief Financial Officer for Smith Electric Vehicles, Inc. Mr. Micek is a
cum laude graduate of Santa Clara University and the University of San Francisco School of Law, and is a
practicing California attorney specializing in financial services.
We believe Mr. Micek is qualified to serve on our board of directors due to his many years of executive
experience in management and on boards of director of other companies.
Jonathan B. Siegel. Mr. Siegel has served as a member of our board of directors since March 2018
and the board of directors of Napo since March 2018 and a member of the board of directors of Napo
Therapeutics since March 2021. Mr. Siegel has served as the Chief Executive Officer of JBS Healthcare
Ventures, which pursues investments in public and private healthcare entities, since he founded the company
in 2017. In June 2021, he also assumed the role of CEO and Chairman of the board of OPY Acquisition
9
Corp. I, a public Nasdaq-listed company. From 2011 until 2017, he was a partner and healthcare sector
head at Kingdon Capital Management. Prior to joining Kingdon, Mr. Siegel was a healthcare portfolio
manager at SAC Capital Advisors from 2005 until 2011; an associate director of pharmaceutical and specialty
pharmaceutical research at Bear, Stearns & Co.; a pharmaceuticals research associate at Dresdner Kleinwort
Wasserstein; and a consultant in the Life Sciences Division of Computer Sciences Corporation. Mr. Siegel
worked as a research associate at the Novartis Center for Immunobiology at Harvard Medical School and as
a research assistant at Tufts University School of Medicine. He is also a director at Sol-Gel Technologies
Ltd, a Nasdaq-listed company, and has served on the board of advisors of Vitalis LLC, a private
pharmaceutical company, since March 2019. Previously he served on the Board of Directors of Lumara
Health. Mr. Siegel received a BS in Psychology from Tufts University in 1995 and an MBA from Columbia
Business School in 1999.
We believe Mr. Siegel is qualified to serve on our board of directors due to his extensive experience in
the pharmaceutical investment sector.
There are no family relationships among any of our executive officers or among any of our executive
officers and our directors. There is no arrangement or understanding between any director and any other
person pursuant to which the director was selected except to the extent provided in our Certificate of
Designation.
See “Corporate Governance” and “Compensation of Directors and Executive Officers” below for
additional information regarding the Board of Directors.
10
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed RBSM LLP (“RBSM”) as our independent registered public
accounting firm for the fiscal year ending December 31, 2022, and the Board of Directors is asking
stockholders to ratify that selection. Representatives of RBSM are expected to attend the Annual Meeting
in order to respond to questions from stockholders and will have the opportunity to make a statement. RBSM
has served as our independent registered public accounting firm since November 22, 2021.
Independent Registered Public Accounting Firm Services and Fees
Current Principal Accountant Fees and Services
RBSM served as our independent registered public accounting firm for the fiscal year ended
December 31, 2021. There were no fees paid by us to RBSM in 2021 for audit and other services rendered.
Former Principal Accountant Fees and Services
On November 17, 2021, Mayer Hoffman McCann P.C. (“MHM”) notified us of its decision to resign
as the Company’s independent registered public accounting firm, which became effective on November 22,
2021 upon our appointment of RBSM as the Company’s new independent registered public accounting firm.
The reports of MHM on our consolidated financial statements for the fiscal years ended December 31,
2020 and 2019 contained explanatory paragraphs regarding our ability to continue as a going concern and
contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During the fiscal years ended December 31, 2020 and 2019, and in
the subsequent interim period through November 17, 2021, there were no disagreements with MHM on any
matters of accounting principles or practices, financial statement disclosure or auditing scope and
procedure. Substantially all of MHM’s personnel who work under the control of MHM shareholders are
employees of wholly-owned subsidiaries of CBIZ, Inc., which provide personnel and various services to
MHM in an alternative practice structure.
MHM served as our independent registered public accounting firm for the fiscal year ended
December 31, 2020 and for the nine months ended September 30, 2021. The following table represents the
aggregate fees billed to us by MHM in 2021 and 2020 for audit and other services rendered:
Years ended
December 31,
2021
2020
Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$943,122
$641,178
Audit Related Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— 100,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$943,122
$741,178
Fees referenced in the table above include fees for our follow-on public offering, auditor transition fees,
as well as services provided in connection with the issuance of consents for other SEC filings.
Policy on Audit Committee Preapproval of Audit and Permissible Non-Audit Services of the Independent
Registered Public Accounting Firm
As specified in the Audit Committee charter, the Audit Committee pre-approves all audit and non-audit
services provided by the independent registered public accounting firm prior to the receipt of such services.
Thus, the Audit Committee approved 100% of the services set forth in the above table prior to the receipt
of such services and no services were provided under the permitted de minimis threshold provisions.
The Audit Committee determined that the provision of such services was compatible with the
maintenance of the independence of RBSM and MHM.
11
Vote Required
The vote required to approve Proposal 2 is the affirmative vote of the holders of a majority of votes
cast by holders of shares of our Common Stock present in person or represented by proxy at the Annual
Meeting, provided a quorum is present. As a result, abstentions will be considered in determining whether a
quorum is present but will have no effect on the vote for Proposal 2.
The Board of Directors unanimously recommends that the stockholders vote “FOR” Proposal No. 2 to
ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022.
12
PROPOSAL 3 — APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON
EXCHANGE OF CERTAIN ROYALTY INTERESTS AND SECURED PROMISSORY NOTE
At the Annual Meeting, stockholders will be asked to approve, for purposes of Nasdaq Rule 5635(d),
the issuance of shares of Common Stock upon exchange, from time to time at Company’s discretion, of all
or any portion of certain royalty interests and a promissory note previously issued by the Company to certain
accredited investors. All per share dollar figures included in this Proposal 3 are subject to adjustment for
stock splits, stock dividends, reclassifications and other similar recapitalization transactions.
Background
Royalty Financings
Between October 2020 and March 2021, the Company entered into royalty interest purchase agreements
with certain accredited investors affiliated with one another (collectively, the “Royalty Investors”), pursuant
to which the Company sold the royalty interests (collectively, the “Royalty Interests”) entitling the Royalty
Investors to receive future royalties on sales of certain of the Company’s products and certain up-front license
fees and milestone payments from licensees and/or distributors (the “Royalty Repayment Amounts” and
the amount payable under any individual Royalty Interest, the “Royalty Repayment Amount”) in private
placement transactions in reliance upon the exemption from securities registration under by Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”). The Company used the proceeds to
support advancement of research activities associated with its pipeline, including the Company’s lead product
candidate, crofelemer, for cancer therapy-related diarrhea, and general corporate purposes. Interest accrues
on the Royalty Repayment Amounts at a rate ranging between 5% and 10% per annum. The Company is
obligated to make minimum royalty payments on a monthly basis beginning on a specified date (the
“Minimum Royalty Payment Start Date”). The key terms of the Royalty Interests are summarized below:
October 2020 Royalty Interest December 2020 Royalty Interest March 2021 Royalty Interest
October 8, 2020
$13.4 million(1)
December 22, 2020
$14.3 million
March 8, 2021
$10.8 million
Issuance Date
Royalty Repayment
Amount as of March 31,
2022
Interest Rate
10% per annum,
compounding quarterly
10% per annum,
compounding daily
5% per annum from
March 8, 2021 until
March 8, 2022 and 10%
per annum thereafter,
compounding quarterly
Earlier of (i) March 8,
2024 and (ii) 30 days
following the full
satisfaction of both the
October 2020 Royalty
Interest and the
December 2020 Royalty
Interest, but in no event
less than 18 months from
March 8, 2021
Minimum Royalty
Payment Start Date
May 10, 2021
Earlier of
(i) December 29, 2022
and (ii) 30 days following
the full satisfaction of the
October 2020 Royalty
Interest, but in no event
less than 18 months from
December 23, 2020
13
October 2020 Royalty Interest December 2020 Royalty Interest March 2021 Royalty Interest
Monthly Minimum
Royalty Payment Amount
The greater of
(i) $750,000 and (ii) 10%
of the Company’s net
sales of Mytesi and 10%
of worldwide revenues
related to upfront
licensing fees and
milestone payments from
licensees and/or
distributors
The greater of
(i) $250,000 (which
increases to $400,000
beginning on October 9,
2021, $600,000 beginning
on April 9, 2022, and
$750,000 beginning on
October 9, 2022) and
(ii) 10% of the
Company’s net sales of
Mytesi and 10% of
worldwide revenues
related to upfront
licensing fees and
milestone payments from
licensees and/or
distributors
The greater of
(A) $250,000 (which
increases to $400,000
beginning September 8,
2021, $600,000 beginning
March 8, 2022, and
$750,000 beginning
September 8, 2022) and
(B) the royalty payments
to which the Royalty
Investor is entitled,
consisting of (1) 10% of
the Company’s net sales
of crofelemer for the
COVID-related
indication (including any
improvements,
modifications and
follow-on products,
collectively, the “Included
Products”), (2) 10% of
worldwide revenues
related to upfront
licensing fees and
milestone payments from
licensees and/or
distributors and (3) 50%
of royalties collected from
licenses of the Included
Products to third parties.
(1) Pursuant to the terms of the October 2020 Royalty Interest, the Royalty Repayment Amount for the
October 2020 Royalty Interest was automatically increased from $12 million to $18 million on May 1,
2021 as a result of the volume weighted average price of the Company’s common stock not equaling or
exceeding $0.9105 at least twice during each calendar month during the six-month period beginning
on November 1, 2020.
Between February 11, 2022 and March 9, 2022, the Company entered into privately negotiated
exchange agreements with the holder of the October 2020 Royalty Interest, pursuant to which the Company
issued 8,650,000 shares of Common Stock in the aggregate at an effective price per share equal to the
market price (defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) as of the date of the
applicable exchange agreement in exchange for a $4,441,657.50 reduction in the outstanding balance of the
October 2020 Royalty Interest. As a result of such exchange transactions, the Company is fully paid up on its
monthly minimum royalty payments with respect to the Royalty Interests until mid-October 2022.
The foregoing descriptions of the Royalty Interests and royalty interests purchase agreement are not
complete and are qualified in their entirety by reference to the Royalty Interests and royalty interest purchase
agreements, respectively, which are filed as exhibits to our Current Reports on Form 8-K filed with the
SEC on October 9, 2020, December 29, 2020 and March 11, 2021.
Note Financing
On January 19, 2021, the Company and Napo Pharmaceuticals, Inc., a wholly-owned subsidiary of
Jaguar (“Napo” and, together with Jaguar, the “Borrower”), entered into a note purchase agreement (the
“Note Purchase Agreement”) with an accredited investor (“Note Investor”), pursuant to which the Borrower
14
issued to Note Investor a secured promissory note (the “Note”) in the aggregate principal amount of
$6,220,812.50 (the “Note Offering”) in a private placement transaction in reliance upon the exemption from
securities registration under by Section 4(a)(2) of the Securities Act. The Company used the proceeds to
fund development of the Company’s NP-300 (lechlemer) drug product candidate for the indication of the
symptomatic relief of diarrhea from cholera (the “Cholera Indication”) and general corporate purposes,
including the Company’s product pipeline activities. The Note bears interest at 3.25% per annum and matures
on January 20, 2025. Interest is prepaid each 12 months at the beginning of the period. The Note is
secured by a first priority security interest in all existing and future lechlemer technology, and Napo has
agreed, with certain exceptions, not to grant any lien on any of the collateral securing the Note and not to
grant any license under any of the intellectual property relating to such collateral.
Under the Note Purchase Agreement, if a tropical disease priority review voucher (“TDPRV”) is
granted to the Company by the U.S. Food & Drug Administration in connection with the Company’s
development of lechlemer for the Cholera Indication and the Company sells the TDPRV, then Note Investor
will be entitled to a specified percentage of the gross proceeds from such sale, ranging from 18% to 1%,
depending on the percentage of the original balance of the Note that remains outstanding as of the date of
the sale of the TDPRV, which percentage will decrease to 1% once the Note is paid in full.
In addition, beginning on the earlier of (i) July 19, 2021 and (ii) the initiation of human clinical trials
with lechlemer, (the “Optional Prepayment Period”), the Company will have the right, from time to time at
in its sole discretion, to prepay all or any portion of the Note (such amount, the “Principal Prepayment
Amount”) at a price equal to 112.5% multiplied by the Principal Prepayment Amount (the “Optional
Prepayment Amount”). Beginning on the date that the last patient is enrolled in a pivotal trial with lechlemer
for the Cholera Indication, the Company must receive Note Investor approval before prepaying the Note.
The foregoing descriptions of the Note and Note Purchase Agreement are not complete and are
qualified in their entirety by reference to the Note and Note Purchase Agreement, respectively, which are
filed as exhibits to our Current Report on Form 8-K filed with the SEC on January 22, 2021.
Global Amendments
On April 14, 2022, the Company entered into amendments with the Royalty Investors (collectively, the
“Royalty Interest Global Amendments”), pursuant to which the Company was granted the right to exchange
from time to time at the Company’s sole discretion all or any portion of the Royalty Interests for shares of
the Company’s common stock at a price per share equal to the Nasdaq Minimum Price (as defined in Nasdaq
Listing Rule 5635(d)) as of the date of the applicable exchange (the “Exchange Price”).
On April 14, 2022, the Borrower entered into an amendment to the Note (the “Note Global
Amendment”), pursuant to which the Borrower was granted the right to exchange from time to time at the
Company’s sole discretion all or any portion of the Note for shares of the Company’s common stock at a price
per share equal to the Exchange Price.
Under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), in no event may the
Company issue any shares of Common Stock upon exchange of the Royalty Interests or Note or otherwise
pursuant to the terms of the Royalty Interests or Note if the issuance of such shares of Common Stock would
exceed the requirements of The Nasdaq Capital Market (including the rules related to the aggregate of
offerings under Nasdaq Listing Rule 5635(d) if applicable) (the “Exchange Cap”), unless the Company
obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap.
The foregoing descriptions of the Royalty Interest Global Amendments and the Note Global
Amendment are not complete and are qualified in their entirety by the copies of the Royalty Interest Global
Amendments and the Note Global Amendment attached as Appendix A and Appendix B, respectively, to
this proxy statement, the Company’s Current Report on Form 8-K filed on April 15, 2022 and the transaction
documents filed as exhibits to such report.
Stockholder Approval Requirements
Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is required prior to a 20% Issuance at
a price that is less than the Minimum Price. For purposes of Nasdaq Listing Rule 5635(d), (A) “20% Issuance”
means a transaction, other than a public offering, involving: (i) the sale, issuance or potential issuance by
15
us of Common Stock (or securities convertible into or exercisable for Common Stock), which alone or
together with sales by our officers, directors or substantial stockholders equals 20% or more of Common
Stock (which for purposes of this calculation, includes issued and outstanding shares of our voting Common
Stock and non-voting common stock) or 20% or more of the voting power outstanding before the issuance
and (B) “Minimum Price” means a price that is the lower of: (i) the closing price (as reflected on Nasdaq.com)
immediately preceding the signing of the binding agreement; or (ii) the average closing price of Common
Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding
agreement. Stockholder approval of this proposal will constitute stockholder approval for purposes of
Nasdaq Listing Rule 5635(d).
The issuance of shares of Common Stock to Note Investor upon the exchange of the Note, together
with the issuance of shares of Common Stock to Investors upon the exchange of the Royalty Interests,
could result in the issuance of shares of Common Stock to the Investors that represents more than 20% of
our Common Stock or 20% of the voting power outstanding prior to the issuance of the Note and the Royalty
Interests.
On April 14, 2022, there were 77,858,506 shares of our Common Stock issued and outstanding.
Accordingly, our issuance of more than 15,563,915 shares under the Note and the Royalty Interests requires
the approval of our stockholders under Nasdaq Listing Rules 5635(d), assuming that the Note and the
Royalty Interests transactions are integrated for purposes of the Nasdaq rules.
As a result, in order to enhance the Company’s overall capitalization and retain maximum flexibility to
repay the Royalty Interests and Note in shares of Common Stock, we are seeking stockholder approval
pursuant to Nasdaq Listing Rule 5635(d) for the issuance to the Investors of shares of Common Stock, from
time to time at the Company’s discretion upon exchange of the Note and the Royalty Interests at the
Exchange Price. If this proposal is approved, we will not solicit further authorization from our stockholders
prior to any exchange of the Note or Royalty Interests pursuant to the terms thereof.
Impact of Stockholder Approval
If stockholders do not approve this proposal, shares of our Common Stock may not be issued in
exchange transactions with the Royalty Investors and the Note Investor with respect to the Royalty Interests
and the Note, respectively, in excess of the Exchange Cap, unless and until stockholder approval of this
proposal is obtained.
Dilution and Potential Adverse Impact of this Proposal
The exchange of all or any portion of the Royalty Interests and the Note for shares of our Common
Stock will have a dilutive effect on our current stockholders in that the percentage ownership of the Company
held by our current stockholders would decline as a result of the issuance of additional shares of our
Common Stock upon exchange of the Royalty Interests and the Note. As a result, our current stockholders
would own a smaller proportionate interest in the Company and therefore have less ability to influence
corporate decisions requiring stockholder approval. The issuance of shares of our Common Stock upon
exchange of the Royalty Interests and the Note could also have a dilutive effect on our book value per share
and on any future earnings per share, and the sale or any resale of such shares could cause prevailing
market prices for our Common Stock to decline.
Because of the effective share price for any future exchange would be the Exchange Price as of the time
of such exchange, the exact magnitude of the dilutive effect of future exchange transactions cannot be
conclusively determined but may be material to our current stockholders. By way of example, based on an
assumed effective Exchange Price of $0.71 per share (the closing price on March 31, 2022) (the “Assumed
Exchange Price”), and assuming that the full $38.5 million aggregate outstanding amount of the Royalty
Interests as of March 31, 2022 and full $6.6 million outstanding amount of the Note as of March 31, 2022
is exchanged for shares, up to a maximum of 63,498,126 shares of our Common Stock would be issuable upon
exchange of the Royalty Interests and the Note (without giving effect to any interest accrued beyond
March 31, 2022). Based on the shares of our common stock outstanding as of March 31, 2022, the shares
issued upon exchange of the Royalty Interests and the Note in full would represent approximately 45.2% of
our outstanding Common Stock (after giving effect to such exchanges). The exchange price in connection
16
with future exchanges could be materially lower than the Assumed Exchange Price, which could have a
significant dilutive effect on our current stockholders.
For illustration purposes only, below is a table showing the number of shares of Common Stock that
may potentially be issued upon exchange of the outstanding balance of the Royalty Interests and the Note
based on three hypothetical exchange prices, assuming that all $38.5 million outstanding amount of Royalty
Interests and all $6.6 million outstanding amount of the Note is exchanged into shares. The number of
shares issuable will correspondingly increase or decrease depending on the actual exchange price for the
Royalty Interests and the Note.
Scenario A*
Scenario B
Scenario C
Hypothetical Exchange Price . . . . . . . . . . . . . . . . . . . . . . . .
$
0.62
$
0.71
$
0.85
Hypothetical Aggregate Outstanding Amount of Royalty
Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$38,515,788
$38,515,788
$38,515,788
Hypothetical Aggregate Outstanding Amount of Note . . . . . . .
$ 6,567,882
$ 6,567,882
$ 6,567,882
Total Hypothetical Aggregate Outstanding Amount of Royalty
Interests and Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$45,083,670
$45,083,670
$45,083,670
Total Number of Shares Issued Upon Full Exchange of Royalty
Interests and Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72,715,596
63,498,126
53,039,611
* More authorized shares would be needed to fully repay all the royalty interests and note in shares
under Scenario A at a hypothetical exchange price of $0.62 per share.
In addition, the exchange of all or any portion of the Royalty Interests and the Note for shares of our
Common Stock may result in our having insufficient authorized capital stock to issue common stock to all
of the holders of outstanding stock options, RSUs and warrants and we will have to seek stockholder approval
to authorize additional shares of common stock in connection with the exercise of such outstanding
securities or any future equity financing transactions. Our COI authorizes us to issue up to 150,000,000
shares of Common Stock, of which 77,863,506 shares were issued and outstanding as of April 25, 2022 and
6,953,014 of which are reserved for issuance upon exercise of options, warrants, vesting of RSUs. If all of
our outstanding stock options and warrants were exercised and RSUs were to vest, the total number of shares
of our Common Stock that we issue in connection with the exchange of the Royalty Interests and the Note
may, depending on the Exchange Price, exceed the number of our remaining authorized but unissued shares of
Common Stock. We cannot assure you that our stockholders will authorize an increase in the number of
shares of our Common Stock in the future to the extent required. Our failure to have a sufficient number of
authorized shares of Common Stock for issuance upon future exchange of our Royalty Interests and the
Note, upon future exercise of our stock options and warrants or upon future vesting of RSUs could result
in a breach under such securities, which could adversely affect our business, financial condition, results of
operations and prospects.
Required Vote of Stockholders
To approve the issuance of shares of common stock upon the exchange of all or a portion of the
Royalty Interests and the Note from time to time at the Company’s sole discretion (this Proposal 3), the
affirmative vote of the holders of a majority of shares of votes cast, in person or by remote communication,
if applicable, or represented by proxy at the Annual Meeting, voting together as a single class and entitled
to vote, is required. Although failure to submit a proxy or vote in person at the Annual Meeting, or a failure
to provide your broker, nominee, fiduciary or other custodian, as applicable, with instructions on how to
vote your shares will not affect the outcome of the vote on this proposal, the failure to submit a proxy or vote
in person at the Annual Meeting will make it more difficult to meet the requirement under the Bylaws that
the holders of 1/3 of our capital stock issued and outstanding and entitled to vote at the Annual Meeting be
present in person or represented by proxy to constitute a quorum at the Annual Meeting.
The board of directors unanimously recommends that the stockholders vote “FOR” Proposal No. 3 to
authorize the issue, pursuant to Nasdaq Listing Rule 5635(d), shares of common stock upon exchange of
certain royalty interests and promissory note previously issued pursuant to the terms of such royalty interests
and promissory note.
17
PROPOSAL 4 — GRANT OF DISCRETIONARY AUTHORITY TO ADJOURN THE ANNUAL
MEETING IF NECESSARY TO SOLICIT ADDITIONAL PROXIES
Although it is not expected, the Annual Meeting may be adjourned for the purpose of soliciting
additional proxies. Any such adjournment of the Annual Meeting may be made without notice, other than
by the announcement made at the Annual Meeting, by approval of the holders of a majority of the outstanding
shares of our Common Stock, present in person or represented by proxy and entitled to vote at the Annual
Meeting. We are soliciting proxies to grant discretionary authority to the chairperson of the Annual Meeting
to adjourn the Annual Meeting, if necessary, for the purpose of soliciting additional proxies in favor of
Proposal 3. The chairperson will have the discretion to decide whether or not to use the authority granted
to such person pursuant to this Proposal 3 to adjourn the Annual Meeting.
Required Vote of Stockholders
To approve the grant of discretionary authority to the chairperson of the Annual Meeting to adjourn
the Annual Meeting, if necessary, for the purpose of soliciting additional proxies in favor of Proposal 3, the
affirmative vote of the holders of a majority of votes cast by shares of our Common Stock present in
person or represented by proxy at the Annual Meeting and entitled to vote is required. Although failure to
submit a proxy or vote in person at the Annual Meeting, or a failure to provide your broker, nominee, fiduciary
or other custodian, as applicable, with instructions on how to vote your shares will not affect the outcome
of the vote on this proposal, the failure to submit a proxy or vote in person at the Annual Meeting will make
it more difficult to meet the requirement under the Bylaws that the holders of 1/3 of our capital stock
issued and outstanding and entitled to vote at the Annual Meeting be present in person or by proxy to
constitute a quorum at the Annual Meeting.
The Board of Directors unanimously recommends that the stockholders vote “FOR” Proposal 4 to grant
discretionary authority to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of
Proposal 3.
18
Director Independence
CORPORATE GOVERNANCE
Our Common Stock is listed on The Nasdaq Capital Market. Under Nasdaq rules, independent
directors must comprise a majority of a listed company’s board of directors. In addition, Nasdaq rules
require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and
Nominating Committee must be independent. Audit Committee members must also satisfy the independence
criteria set forth in Rule 10A-3 under the Exchange Act. Under Nasdaq rules, a director will only qualify
as an “independent director” if, in the opinion of the company’s board of directors, such person does not have
a relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director.
To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed
company may not, other than in his or her capacity as a member of the audit committee, our board of
directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or other
compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed
company or any of its subsidiaries.
Our board of directors periodically undertakes a review of its composition, the composition of its
committees and the independence of our directors and considered whether any director has a material
relationship with us that could compromise his or her ability to exercise independent judgment in carrying
out his or her responsibilities. Based upon information requested from and provided by each director
concerning his or her background, employment and affiliations, including family relationships, our board of
directors has determined that four of our five directors (i.e., Mr. Bochnowski, Mr. Micek, Mr. Siegel and
Mr. Divis) do not have a relationship that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director and that each of these directors is “independent” as that term is
defined under the Nasdaq rules. Our board of directors also determined that Mr. Micek (chairperson),
Mr. Bochnowski and Mr. Siegel, who comprise our Audit Committee, Mr. Bochnowski (chairperson) and
Mr. Siegel, who comprise our Compensation Committee, and Mr. Bochnowski and Mr. Micek, who comprised
our Nominating Committee, satisfy the independence standards for those committees established by
applicable SEC rules and the Nasdaq rules and listing standards.
In making this determination, our board of directors considered the relationships that each
non-employee director has with us and all other facts and circumstances our board of directors deemed
relevant in determining independence, including the beneficial ownership of our capital stock by each
non-employee director.
19
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Audit Committee
The members of our Audit Committee are Mr. Micek, Mr. Bochnowski, and Mr. Siegel. Mr. Micek is
the chairperson of the Audit Committee. Our Audit Committee’s responsibilities include:
• appointing, approving the compensation of, and assessing the independence of our registered public
accounting firm;
• overseeing the work of our independent registered public accounting firm, including through the
receipt and consideration of reports from that firm;
• reviewing and discussing with management and our independent registered public accounting firm
our annual and quarterly financial statements and related disclosures;
• monitoring our internal control over financial reporting, disclosure controls and procedures and
code of conduct;
• discussing our risk management policies;
• establishing policies regarding hiring employees from our independent registered public accounting
firm and procedures for the receipt and retention of accounting related complaints and concerns;
• reviewing and approving or ratifying any related person transactions; and
• preparing the Audit Committee report required by SEC rules.
All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our
independent registered public accounting firm must be approved in advance by our Audit Committee.
Our board of directors has determined that each of Mr. Micek, Mr. Bochnowski, and Mr. Siegel is an
independent director under Nasdaq rules and under Rule 10A-3. All members of our Audit Committee meet
the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq.
Our board of directors has determined that Mr. Micek is an “audit committee financial expert,” as defined
by applicable SEC rules, and has the requisite financial sophistication as defined under the applicable Nasdaq
rules and regulations.
The Audit Committee held four meetings in 2021. The audit committee has adopted a written charter
approved by our board of directors, which is available on our website at:
https://jaguarhealth.gcs-web.com/static-files/aeabd726-16c2-4219-a755-475e9c87b851.
Compensation Committee
The members of our Compensation Committee are Mr. Bochnowski (chairperson) and Mr. Siegel.
Mr. Bochnowski is the chairperson of the Compensation Committee. Our Compensation Committee’s
responsibilities include:
• determining, or making recommendations to our board of directors with respect to, the compensation
of our Chief Executive Officer;
• determining, or making recommendations to our board of directors with respect to, the compensation
of our other executive officers;
• overseeing and administering our cash and equity incentive plans;
• reviewing and making recommendations to our board of directors with respect to director
compensation; and
• preparing the Compensation Committee report and necessary disclosure in our annual proxy
statement in accordance with applicable SEC rules.
To determine compensation, the Compensation Committee, with input from the Chief Executive
Officer (who does not participate in the deliberations regarding her own compensation), reviews, at least
20
annually, and makes recommendations to the board of directors about appropriate compensation levels for
each executive officer of the Company. The Compensation Committee considers all factors it deems relevant
in setting executive compensation.
Our board has determined that each of Mr. Bochnowski (chairperson) and Mr. Siegel is independent
under the applicable Nasdaq rules and regulations, is a “non-employee director” as defined in Rule 16b-3
promulgated under the Exchange Act, and is an “outside director” as that term is defined in Section 162(m)
of the Internal Revenue Code of 1986, as amended.
The Compensation Committee held 5 meetings in 2021. All compensation-related matters were
approved at the board of directors’ level. The Compensation Committee has adopted a written charter
approved by the board of directors, which is available on our website at:
https://jaguarhealth.gcs-web.com/static-files/653862da-1aa9-4819-b559-5c5654189e80. Under its charter, the
Compensation Committee has the authority, in its sole discretion, to select, retain and obtain the advice of
a compensation consultant as necessary to assist with the execution of its duties and responsibilities as set
forth in its charter but only after taking into consideration factors relevant to the compensation consultant’s
independence from management specified in Nasdaq Listing Rule 5605(d)(3)(D). The Compensation
Committee currently has not retained or sought advice from a compensation consultant.
Nominating Committee
The members of our Nominating Committee are Mr. Bochnowski and Mr. Micek. Our Nominating
Committee’s responsibilities include:
• identifying individuals qualified to become members of our board of directors;
• evaluating qualifications of directors;
• recommending to our board of directors the persons to be nominated for election as directors and to
each of the committees of our board of directors; and
• overseeing an annual evaluation of our board of directors.
The Nominating Committee did not hold any meetings in 2021. All nomination-related matters were
approved at the board of directors’ level. The Nominating Committee has adopted a written charter approved
by the board of directors, which is available on our website at:
https://jaguarhealth.gcs-web.com/static-files/02dfed04-9508-44cd-a96a-3215e565111c.
Meetings and Attendance During 2021
The board of directors held 17 meetings in 2021. Each director who served as a director during 2021
participated in 75% or more of the meetings of the board of directors and of the committees on which he
or she served, if any, during the year ended December 31, 2021 (during the period that such director served).
We do not have a written policy on director attendance at annual meetings of stockholders. We
encourage, but do not require, our directors to attend the Annual Meeting. One director attended the 2021
Annual Meeting of Stockholders.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and
employees, including our President and Chief Executive Officer, our Chief Financial Officer and other
employees who perform financial or accounting functions. The Code of Business Conduct and Ethics sets
forth the basic principles that guide the business conduct of our employees. A current copy of the code is on
our website at https://jaguarhealth.gcs-web.com/corporate-governance. We intend to disclose future
amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions
on our website to the extent required by applicable rules and exchange requirements. The inclusion of our
website address in this proxy statement does not incorporate by reference the information on or accessible
through our website into this proxy statement.
21
Policy Against Pledging and Hedging of the Company’s Securities
Our Policy on Insider Trading and Tipping expressly prohibits directors, officers, employees and other
persons determined by us to be “Insiders,” including their immediate family members sharing the same
household and entities over which they exercise control, from engaging in hedging transactions involving
our securities (or any other financial transactions that are designed to hedge or offset any decrease in market
value of our equity securities) without advance approval from the Compliance Officer. The policy similarly
prohibits such individuals from holding our securities in a margin account and pledging our securities as
collateral for loans without advance approval from the Compliance Officer. The policy applies to all of our
securities held, excluding the exercise of options for cash under an equity plan of the Company, bona fide gifts
of our securities and transactions in our securities made through an authorized Rule 10b5-1 trading plan.
There were no exceptions approved by the Compliance Officer during the last fiscal year.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has ever been an officer or employee of our
Company. None of our executive officers currently serves, or in the past year has served, as a member of
the board of directors or Compensation Committee or other board committee performing equivalent
functions of any entity that has one or more of its executive officers serving on our board of directors or
Compensation Committee.
Limitation of Liability and Indemnification
The COI and Bylaws contain provisions that limit the personal liability of our directors for monetary
damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a
corporation will not be personally liable to us or our stockholders for monetary damages for any breach of
fiduciary duties as directors, except liability for:
• any breach of the director’s duty of loyalty to us or our stockholders;
• any act or omission not in good faith or that involves intentional misconduct or a knowing violation
of law;
• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in
Section 174 of the DGCL; or
• any transaction from which the director derived an improper personal benefit.
Such limitation of liability does not apply to liabilities arising under federal securities laws and does
not affect the availability of equitable remedies, such as injunctive relief or rescission.
The COI provides that we indemnify our directors to the fullest extent permitted by Delaware law. In
addition, the Bylaws provide that we indemnify our directors and officers to the fullest extent permitted by
Delaware law. The Bylaws also provide that we shall advance expenses incurred by a director or officer in
advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out of his or her actions in that
capacity, regardless of whether we would otherwise be permitted to indemnify him or her under the provisions
of Delaware law. We have entered and expect to continue to enter into agreements to indemnify our
directors, executive officers and other employees as determined by our board of directors. With certain
exceptions, these agreements provide for indemnification for related expenses including, among others,
attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action
or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract
and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability
insurance.
The limitation of liability and indemnification provisions in the COI and Bylaws and our indemnification
agreements, may discourage stockholders from bringing a lawsuit against our directors for breach of their
fiduciary duty of care. They may also reduce the likelihood of derivative litigation against our directors and
officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a
stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and
22
damage awards against directors and officers. There is no pending litigation or proceeding involving any of
our directors, officers or employees for which indemnification is sought, and we are not aware of any
threatened litigation that may result in claims for indemnification.
Board Leadership Structure
The Bylaws and corporate governance guidelines provide our board of directors with flexibility in its
discretion to combine or separate the positions of Chairperson of the board of directors and chief executive
officer. As a general policy, our board of directors believes that separation of the positions of Chairperson
and chief executive officer reinforces the independence of the board of directors from management, creates an
environment that encourages objective oversight of management’s performance and enhances the
effectiveness of the board of directors as a whole. We expect and intend the positions of Chairperson of the
board and chief executive officer to be held by two individuals in the future.
Risk Oversight
Our board of directors monitors our exposure to a variety of risks through our Audit Committee. Our
Audit Committee charter gives the Audit Committee responsibilities and duties that include discussing with
management and the independent auditors our major financial risk exposures and the steps management
has taken to monitor and control such exposures, including our risk assessment and risk management policies.
Our Audit Committee is also responsible for monitoring and controlling exposures to cybersecurity risks
and discussing such risks with management.
Nomination of Directors
There have been no material changes to the procedures by which stockholders may recommend
nominees to our board of directors. Recommendations to the board of directors for election as directors of
Jaguar at an annual meeting may be made only by the Nominating Committee or by the Company’s
stockholders (through the Nominating Committee) who comply with the timing, informational, and other
requirements of the Bylaws. Stockholders have the right to recommend persons for nomination by submitting
such recommendation, in written form, to the Nominating Committee, and such recommendation will be
evaluated pursuant to the policies and procedures adopted by the board of directors. Such recommendation
must be delivered to or mailed to and received by the Secretary of the Company at the principal executive
offices not less than 90 days nor more than 120 calendar days prior to the first anniversary of the date the
preceding year’s annual meeting, except that if no annual meeting of stockholders was held in the preceding
year or if the date of the annual meeting of stockholders has been changed by more than 30 calendar days
from the date contemplated at the time of the preceding year’s proxy statement, the notice shall be received by
the Secretary at the Company’s principal executive offices not less than 150 calendar days prior to the date
of the contemplated annual meeting or the date that is 10 calendar days after the date of the first public
announcement or other notification to stockholders of the date of the contemplated annual meeting,
whichever first occurs. The deadline to submit recommendations for election as directors at the 2022 Annual
Meeting has already passed.
The Nominating Committee, in accordance with the board of directors’ governance principles, seeks to
create a board that has the ability to contribute to the effective oversight and management of the Company,
that is as a whole strong in its collective knowledge of and diversity of skills and experience with respect
to accounting and finance, management and leadership, vision and strategy, business judgment, biotechnology
industry knowledge, corporate governance and global markets. The Nominating Committee does not
currently have a policy with regard to the consideration of diversity in identifying director nominees. When
the Nominating Committee reviews a potential new candidate, the Nominating Committee looks
specifically at the candidate’s qualifications in light of the needs of the board of directors and the Company
at that time given the then current mix of director attributes.
General criteria for the nomination and evaluation of director candidates include:
• loyalty and commitment to promoting the long-term interests of the Company’s stockholders;
• the highest personal and professional ethical standards and integrity;
23
• an ability to provide wise, informed and thoughtful counsel to top management on a range of issues;
• a history of achievement that reflects superior standards for themselves and others;
• an ability to take tough positions in constructively challenging the Company’s management while at
the same time working as a team player; and
• individual backgrounds that provide a portfolio of personal and professional experience and
knowledge commensurate with the needs of the Company.
The Nominating Committee must also ensure that the members of the board of directors as a group
maintain the requisite qualifications under the applicable Nasdaq Stock Market listing standards for
populating the Audit, Compensation and Nominating Committees.
Written recommendations from a stockholder for a director candidate must include the following
information:
• the stockholder’s name and address, as they appear on our corporate books;
• the class and number of shares that are beneficially owned by such stockholder;
• the dates upon which the stockholder acquired such shares; and
• documentary support for any claim of beneficial ownership.
Additionally, the recommendation needs to include, as to each person whom the stockholder proposes
to recommend to the Nominating Committee for nomination to election or reelection as a director, all
information relating to the person that is required pursuant to Regulation 14A under the Exchange Act, as
amended, and evidence satisfactory to us that the nominee has no interests that would limit their ability to
fulfill their duties of office.
Once the Nominating Committee receives a recommendation, it will deliver a questionnaire to the
director candidate that requests additional information about his or her independence, qualifications and
other information that would assist the Nominating Committee in evaluating the individual, as well as certain
information that must be disclosed about the individual in the Company’s proxy statement, if nominated.
Individuals must complete and return the questionnaire within the time frame provided to be considered for
nomination by the Nominating Committee.
The Nominating Committee will review the stockholder recommendations and make recommendations
to the board of directors that the Committee feels are in the best interests of the Company and its stockholders.
The Nominating Committee has not received any recommendations from stockholders for the Annual
Meeting.
Communications with the Board of Directors
Stockholders may contact an individual director or the board of directors as a group, or a specified
board committee or group, including the non-employee directors as a group, by the following means:
Mail: Attn: Board of Directors
Jaguar Health, Inc.
200 Pine Street, Suite 400
San Francisco, CA 94104
Email: AskBoard@jaguar.health
Each communication should specify the applicable addressee or addressees to be contacted as well as
the general topic of the communication. We will initially receive and process communications before
forwarding them to the addressee. We also may refer communications to other departments within the
Company. We generally will not forward to the directors a communication that is primarily commercial in
nature, relates to an improper or irrelevant topic, or requests the Company’s general information.
24
Complaint and Investigation Procedures for Accounting, Internal Accounting Controls, Fraud or Auditing
Matters
We have created procedures for confidential submission of complaints or concerns relating to accounting
or auditing matters and contracted with Nasdaq to facilitate the gathering, monitoring and delivering reports
on any submissions. As of the date of this report, there have been no submissions of complaints or
concerns to Nasdaq. Complaints or concerns about our accounting, internal accounting controls or auditing
matters may be submitted to the Audit Committee and our executive officers by contacting Nasdaq.
Nasdaq provides phone, internet and e-mail access and is available 24 hours per day, seven days per week,
365 days per year. The hotline number is 1-844-417-8861 and the website is https://www.openboard.info/jagx.
Any person may submit a written Accounting Complaint to jagx@openboard.info.
Our Audit Committee under the direction and oversight of the Audit Committee Chair will promptly
review all submissions and determine the appropriate course of action. The Audit Committee Chair has the
authority, in his discretion, to bring any submission immediately to the attention of other parties or
persons, including the full board of directors, accountants and attorneys. The Audit Committee Chair shall
determine the appropriate means of addressing the concerns or complaints and delegate that task to the
appropriate member of senior management, or take such other action as it deems necessary or appropriate
to address the complaint or concern, including obtaining outside counsel or other advisors to assist the Audit
Committee.
25
Our executive officers as of the date of this proxy statement are as follows:
EXECUTIVE OFFICERS
Name
Lisa A. Conte
Steven R. King, Ph.D.
Carol R. Lizak
Jonathan S. Wolin
Pravin Chaturvedi, Ph.D.
Ian Wendt
Age
63
64
58
60
59
54
Position
Chief Executive Officer, President and Director
Chief of Sustainable Supply, Ethnobotanical Research and
Intellectual Property and Secretary
Chief Financial Officer
Chief of Staff, General Counsel and Chief Compliance Officer
Chief Scientific Officer
Chief Commercial Officer
Set forth below is a summary of the business experience of our Chief of Sustainable Supply,
Ethnobotanical Research and Intellectual Property and Secretary, Steven R. King, our Chief Financial
Officer, Carol R. Lizak, and our Chief of Staff and General Counsel, Jonathan S. Wolin. Our Chief Executive
Officer’s biography has been provided above.
Steven R. King, Ph.D. Dr. King has served as our Executive Vice President of Sustainable Supply,
Ethnobotanical Research and Intellectual Property since March 2014 and as our Secretary since
September 2014. He was promoted to Chief of Sustainable Supply, Ethnobotanical Research and Intellectual
Property in March 2020. From 2002 to 2014, Dr. King served as the Senior Vice President of Sustainable
Supply, Ethnobotanical Research and Intellectual Property at our wholly-owned subsidiary, Napo
Pharmaceuticals, Inc. Prior to that, Dr. King served as the Vice President of Ethnobotany and Conservation
at Shaman Pharmaceuticals, Inc. Dr. King has been recognized by the International Natural Products and
Conservation Community for the creation and dissemination of research on the long-term sustainable harvest
and management of Croton lechleri, the widespread source of crofelemer. Dr. King is currently a member
of the board of directors of Healing Forest Conservatory, a California not-for-profit public benefit
corporation. Dr. King holds a Ph.D. in Biology from the Institute of Economic Botany of the New York
Botanical Garden and an M.S. in Biology from the City University of New York.
Carol R. Lizak. Ms. Lizak has served as our Chief Financial Officer since April 2021. She joined the
Company in May 2019 as Vice President of Finance and Corporate Controller and was promoted to Chief
Accounting Officer in August 2019 and Senior Vice-President of Finance and Chief Accounting Officer in
March 2020. Prior to joining us, Ms. Lizak served as Senior Director and Corporate Controller of Zosano
Pharma Corporation from November 2017 to January 2019, as Controller of Quantum Secure, Inc. from
July 2016 to August 2017, and as Executive Director, Corporate Controller of Alexza Pharmaceuticals,
Inc. from September 2014 to July 2016. Prior thereto, she spent nine years as Corporate Controller of a
subsidiary of HID Global Corporation. Ms. Lizak holds an M.B.A from Pepperdine University, Graziadio
School of Business and Management and a B.S. in Business Administration from the University of Santo
Tomas.
Jonathan S. Wolin. Mr. Wolin has served as our Chief of Staff and General Counsel since September 4,
2019. He joined the Company in November 2018 as Chief Compliance Officer and Corporate Counsel of
the Company and continues to serve as Chief Compliance Officer. Prior to joining the Company, Mr. Wolin
served as an independent consultant advising clients on corporate compliance from June 2017 to
November 2018, as Chief Administrative Officer of Braden Partners (d/b/a Pacific Pulmonary Services)
from September 2016 to May 2017, as Chief Compliance Officer of Natera, Inc. from June 2015 to
August 2016, and as Chief Compliance Officer of Braden Partners from September 2013 to May 2015.
Mr. Wolin holds a J.D. from The Catholic University of America, Columbus School of Law, an M.B.A. from
The George Washington University School of Business and a B.S. in Accounting from the University of
Maryland.
Pravin Chaturvedi, Ph.D. Dr. Chaturvedi has served as our Chief Scientific Officer in addition to
continuing his responsibilities as the Chair of the company’s Scientific Advisory Board (SAB) since March 1,
2022. He joined the Company in May 2017 as Chair of the SAB of Jaguar and Napo. Over his more-than-
30-year career in the pharmaceutical industry, Dr. Chaturvedi has participated in the successful development
26
and commercialization of multiple drugs in the therapeutic areas of epilepsy, HIV, hepatitis C, memory and
gastrointestinal disorders. Dr. Chaturvedi served as the President and Chief Scientific Officer of Napo
from 2006 to 2013 and remained a scientific adviser of Napo from 2013 through 2017. Dr. Chaturvedi has
co-founded and led multiple biotech enterprises. From 2001 through 2004, he served as the President, Chief
Executive Officer and Director of Scion Pharmaceuticals, Inc. He is the founder of IndUS Pharmaceuticals,
where he has served as Chairman and Director since 2017, and held the same roles from 2005 through 2007
and from 2010 through 2015. IndUS Pharmaceuticals merged with Pivot Pharmaceuticals in 2015 and
Dr. Chaturvedi served as the President and CEO of Pivot Pharmaceuticals from 2015 to 2017, prior to
assuming his role as the Chair of the SAB for Napo and Jaguar. Dr. Chaturvedi also co-founded Oceanyx
Pharmaceuticals, where he has served as Chief Executive Officer and Director since 2011, and he continues
to serve on the boards of IndUS, Oceanyx, Enlivity and Cellanyx. He has been an adjunct faculty member at
Georgetown University since 2013. Earlier in his career, from 1994 through 2001, Dr. Chaturvedi served in
various roles as the head of lead evaluation at Vertex Pharmaceuticals, and from 1993 through 1994 he was in
the preclinical group at Alkermes Inc. He started his career in the product development group at Parke-Davis/
Warner-Lambert Company (now Pfizer) in 1988, where he worked through 1993. Dr. Chaturvedi holds a
Ph.D. in Pharmaceutical Sciences from West Virginia University and a Bachelor’s in Pharmacy from the
University of Bombay.
Ian Wendt. Mr. Wendt has served as our Chief Commercial Officer since December 2020. He joined
the Company in November 2019 as Vice President of Commercial Strategy. Prior to joining the Company
served in various positions at Gilead Sciences, including Executive Director — HIV Community Operations
from December 2018 to October 2019, Senior Director — HIV Marketing and Field Operations from
October 2017 to December 2018, Director — HCV Marketing from February 2017 to October 2017,
Associate Director — HCV Marketing Field POA from March 2016 to February 2017 and Regional
Director — HIV Field Operations from April 2011 to March 2016. Before Gilead, Mr. Wendt was at
Boehringer Ingelheim, where he led HIV and oncology sales teams across the US, and led commercial
operations at Roxane Laboratories, which included sales operations, analytics, incentive compensation, and
training. He received a BSc from Acadia University and an MBA from Dalhousie University in Nova
Scotia.
Officers serve at the discretion of the board of directors. There are no family relationships among any
of our executive officers or among any of our executive officers and our directors. There is no arrangement
or understanding between any executive officer and any other person pursuant to which the executive
officer was selected.
27
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table (2021 and 2020)
The total compensation paid to the Company’s Principal Executive Officer and its two highest
compensated executive officers other than the Principal Executive Officer, respectively, for services rendered
in 2021 and 2020, as applicable, is summarized as follows:
Lisa A. Conte . . . . . . . . . . . . . . . . . .
President and Chief Executive
Officer
Steven R. King, Ph.D. . . . . . . . . . . . .
Chief, Sustainable Supply,
Ethnobotanical Research and
Intellectual Property
Jonathan Wolin. . . . . . . . . . . . . . . . .
Chief of Staff, General Counsel and
Chief Compliance Officer
Ian Wendt . . . . . . . . . . . . . . . . . . . .
Chief Commercial Officer
Year
2021
2020
2021
2020
2021
2020
2021
2020
Salary
($)
Bonus
($)
Option awards
($)(1)
526,775
185,000
1,168,682
500,000
—
874,451
308,925
117,000
300,000
—
369,674
300,073
335,850
117,792
306,750
—
329,175
102,375
300,000
10,769
251,454
172,334
127,902
48,478
All other
compensation
($)(2)
10,770
25,213
26,685
32,228
25,075
29,762
—
—
Total
($)
1,891,227
1,399,664
822,284
632,301
730,171
508,846
559,452
359,247
Footnotes to Summary Compensation Table
(1) Represents the dollar amounts recognized for financial statement reporting purposes with respect to
the fiscal year (for stock option awards) determined under FASB ASC Topic 718. On June 3, 2019, the
Company filed the Certificate of Fifth Amendment to its Third Amended and Restated Certificate
of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-70 reverse split
of the Company’s voting common stock, effective June 7, 2019 (the “2019 Reverse Stock Split”). On
September 3, 2021, the Company filed the Certificate of Sixth Amendment to its Third Amended
and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect
a 1-for-3 reverse split of the Company’s voting common stock, effective September 8, 2021 (the “2021
Reverse Stock Split”). The 2021 Reverse Stock Split and 2019 Reverse Stock Split have been
retrospectively reflected in the following options held by each executive officer as of December 31,
2021:
a. Ms. Conte — an aggregate of 831,653 shares were granted as follows: 50 shares granted April 1,
2014, 27 shares granted July 2, 2015 which became effective at the annual stockholders’ meeting of
June 14, 2016, 36 shares granted July 7, 2015 which became effective at the annual stockholders’
meeting of June 14, 2016, 22 shares granted April 1, 2016 which became effective at the annual
stockholders’ meeting of June 14, 2016, 100 shares granted September 22, 2016, 5 shares granted
December 19, 2016, 90 shares granted December 21, 2017, 1,031 shares granted on March 12,
2018, 2,133 shares granted on June 1, 2018, and 347,350 shares granted on July 24, 2019. On
March 20, 2020, Ms. Conte was granted 75,809 shares at an exercise price of $1.34. On April 5, 2021,
Ms. Conte was granted 270,000 shares at an exercise price of $5.97 and 135,000 restricted
stock units. The weighted average exercise price of all of Ms. Conte’s option grants is $12.18.
b. Dr. King — an aggregate of 262,272 shares were granted as follows: 29 shares granted April 1,
2014, 15 shares granted July 2, 2015 which became effective at the annual stockholders’ meeting of
June 14, 2016, 9 shares granted April 1, 2016 which became effective at the annual stockholders’
meeting of June 14, 2016, 6 shares granted September 22, 2016, 1 share granted December 21, 2016,
29 shares granted December 21, 2017, 421 shares granted on March 12, 2018, 710 shares granted
on June 1, 2018, and 115,783 shares granted on July 24, 2019. On March 20, 2020, Dr. King was
granted 25,269 shares at an exercise price of $1.34. On April 5, 2021, Dr. King was granted
28
80,000 shares at an exercise price of $5.97 and 40,000 restricted stock units. The weighted average
exercise price of all of Dr. King’s option grants is $12.67.
c. Mr. Wolin — an aggregate of 180,764 shares were granted as follows: 476 shares granted
November 28, 2019, 86,837 shares granted on July 24, 2019, and 14,499 shares granted on
September 5, 2019. On March 20, 2020, Mr. Wolin was granted 18,952 shares at an exercise price
of $1.34. On April 5, 2021, Mr. Wolin was granted 40,000 shares at an exercise price of $5.97 and
20,000 restricted stock units. The weighted average exercise price of all of Mr. Wolin’s options
grants is $5.04.
d. Mr. Wendt — an aggregate of 118,333 shares were granted as follows: 50,000 shares granted
November 12, 2019; on March 20, 2020, Mr. Wendt was granted 8,333 shares at an exercise price
of $5.97. On April 5, 2021, Mr. Wendt was granted 40,000 shares at an exercise price of $5.97 and
20,000 restricted stock units. The weighted average exercise price of all of Mr. Wendt’s options
grants is $4.06.
e. All of the April 1, 2014 option grants vested 25% on January 1, 2015 (nine months from grant
date), with the remainder vesting equally over the following 27 months such that the options are
vested in full on April 1, 2017. All of the July 2, 2015 options were granted contingent upon approval
of the Company’s stockholders at the June 14, 2016 annual stockholders’ meeting and vest 1/36th
per month beginning one month after grant date, with the remainder vesting equally over the
following 35 months such that the option is vested in full on July 2, 2018. Ms. Conte’s July 7, 2015
option was likewise granted contingent upon approval of the Company’s stockholders at the
June 14, 2016 annual stockholders’ meeting and vests 1/36th per month beginning one month after
grant date, with the remainder vesting equally over the following 35 months such that the option
is vested in full on July 7, 2018. All of the options granted on April 1, 2016 which became effective
at the annual stockholders’ meeting of June 14, 2016, September 22, 2016, December 19, 2016
vest 1/36th per month beginning one month after grant, with the remainder vesting equally over
the following 35 months such that the option is vested in full on December 19, 2019. All of the
December 21, 2017 options grants vested in full as of March 31, 2018 if the option holder was an
employee on that date. All of the March 12, 2018 options grants vest 1/36th per month beginning
one month after grant, with the remainder vesting equally over the following 35 months such that
the option is vested in full on March 12, 2021. All of the June 1, 2018 options grants vest 1/36th
per month beginning one month after grant, with the remainder vesting equally over the following
35 months such that the option is vested in full on June 1, 2021. All of the July 24, 2019 option
grants vest 1/36th per month over thirty-six months with additional vesting credited to an employee
at a rate of 1/36 for every year of service at time of grant. The options will vest in full on July 24,
2022. All of the March 20, 2020 option grants vest 1/36th per month over thirty-six months with
additional vesting credited to an employee at a rate of 1/36 for every year of service at time of
grant. The options will vest in full on March 19, 2023. The options that were granted on April 5,
2021 vest 1/36th per month beginning one month after grant, with the remainder vesting equally over
the following 35 months such that the option is vested in full on April 5, 2024, subject to continued
service with us through each relevant vesting date. All of the restricted stock units granted on
April 5, 2021 will vest yearly for the next three years.
(2) Amounts shown in this column reflect incremental health insurance premiums paid for such executive’s
family members.
Narrative to Summary Compensation Table
Base Salary
Effective May 1, 2018, the Compensation Committee increased Ms. Conte’s annual base salary from
$440,000 to $500,000 and Dr. King’s annual base salary from $280,500 to $290,317, and on November 1,
2019, Dr. King’s annual base salary was increased from $290,317 to $300,000. Effective April 1, 2021, the
Compensation Committee increased Ms. Conte’s annual base salary from $500,000 to $535,700 and Dr. King’s
annual base salary from $300,000 to $311,900. Effective April 1, 2022, the Compensation Committee
increased Ms. Conte’s annual base salary from $535,700 to $576,374 and Dr. King’s annual base salary from
$311,900 to $352,900. Mr. Wolin was hired on November 28, 2018 with an annual base salary of $260,000.
29
On September 6, 2019, we entered into a promotion letter with Mr. Wolin, pursuant to which his base
salary was increased to $280,800, effective September 1, 2019. His annual base salary was increased to
$300,000 and $309,000 effective November 1, 2019 and April 1, 2020, respectively. Effective April 1, 2021,
the Compensation Committee increased Mr. Wolin’s annual base salary from $309,000 to $344,800. Effective
April 1, 2022, the Compensation Committee increased Mr. Wolin’s annual base salary from $344,800 to
$396,520. Mr. Ian Wendt was hired on November 12, 2019 with an annual base salary of $300,000. On April 1,
2021, we entered into a promotion letter with Mr. Wendt, pursuant to which his base salary was increased
to $338,900, effective April 1, 2021. Effective April 1, 2022, the Compensation Committee increased
Mr. Wendt’s annual base salary from $338,900 to $350,100.
Equity Compensation
Ms. Conte and Dr. King received stock option grants at the time they were hired by privately-held
Jaguar Animal Health, Inc. Such options generally vest over time, with 25% of the options vesting after
nine months of employment and monthly vesting thereafter with full vesting after three years. Mr. Wolin
received stock option grants with a similar vesting schedule at the time they were hired by us. The board of
directors periodically grants additional options to the current named executive officers that typically vest
ratably over a three-year period.
All stock options and RSUs issued to our current named executive officers vest and become exercisable
upon a change in control.
30
Outstanding Equity Awards at 2021 Fiscal Year End
The following table provides information regarding outstanding equity awards held by our named
executive officers as of December 31, 2021.
The following table provides information regarding outstanding equity awards held by our named
executive officers as of December 31, 2021.
Lisa A Conte . . . . . . . . . . . . . . . . . .
Steven R. King, Ph.D . . . . . . . . . . . .
Jonathan Wolin . . . . . . . . . . . . . . . .
Ian Wendt . . . . . . . . . . . . . . . . . . . .
Options Vesting
Commencement
Date
4/1/2014
7/2/2015
7/7/2015
4/1/2016
9/22/2016
12/19/2016
12/21/2017
3/12/2018
6/01/2018
7/24/2019
3/20/2020
4/05/2021
4/1/2014
7/2/2015
4/1/2016
9/22/2016
12/19/2016
12/21/2017
3/12/2018
6/1/2018
7/24/2019
3/20/2020
4/05/2021
11/28/2018
7/24/2019
9/5/2019
3/20/2020
4/5/2021
11/12/2019
3/20/2020
4/5/2021
Number of Securities
Underlying Unexercised
Options
Option
exercise price
50
27
36
22
100
5
90
60,000
29
15
9
1,031
2,133
328,052
44,222
$ 4,977.00
$ 3,937.50
$ 2,331.00
$ 7,985.25
$16,033.50
$15,246.00
1.34
5.97
7,985,.25
$14,559.30
Exercisable Unexercisable
—(1)
—(2)
—(3)
—(4)
—(5)
—(6)
—(7)
388.71
$
—(8)
$ 1,764.00
—(9)
572.59
$
19,298(11) $
5.19
31,587(14) $
210,000(15) $
—(1)
—(2)
—(4)
—(5)
—(6)
$ 2,331.00
—(7)
$
388.71
—(8)
$ 1,764.00
—(9)
572.59
$
6,433(11) $
10,529(14) $
62,223(15) $
—(10) $
14,473(11) $
3,625(12) $
7,897(14) $
31,112(15) $
8,334(13) $
3,472(14) $
31,112(15) $
14,740
17,777
476
72,364
10,874
11,055
8,888
41,666
4,861
8,888
29
421
710
109,350
5.19
1.34
5.97
92.40
$ 7,434.00
$ 3,937.50
5.97
2.98
1.34
5.97
5.19
3.60
1.34
6
1
Stock Option
expiration
date
4/1/2024
7/2/2025
7/7/2025
4/1/2026
9/22/2026
12/19/2026
12/21/2027
3/12/2028
6/1/2028
7/24/2029
3/20/2030
4/5/2031
4/1/2024
6/14/2026
4/1/2026
9/22/2026
12/19/2026
12/21/2027
3/12/2028
6/1/2028
7/24/2029
3/20/2030
4/05/2031
11/28/2028
7/24/2029
9/5/2029
3/20/2030
4/05/2031
11/12/2020
3/20/2030
4/5/2031
(1) On January 1, 2015, 25% of each of such named executive officer’s shares vested and became exercisable.
The remainder of the shares were vested in approximately equal monthly installments through
April 1, 2017, subject to continued service with us through each relevant vesting date.
31
(2) The shares were granted on July 2, 2015 contingent upon the approval of the stockholders at the
June 14, 2016 annual stockholders’ meeting and vest 1/36th per month beginning one month after grant
date, with the remainder vested equally over the following 35 months such that the option was fully
vested on July 2, 2018, subject to continued service with us through each relevant vesting date.
(3) The shares were granted on July 7, 2015 contingent upon the approval of the stockholders at the
June 14, 2016 annual stockholders’ meeting and vested 1/36th per month beginning one month after
grant date, with the remainder vested equally over the following 35 months such that the option was fully
vested on July 7, 2018, subject to continued service with us through each relevant vesting date.
(4) The options were granted on April 1, 2016, which became effective at the annual stockholders’ meeting
of June 14, 2016, and vest 1/36th per month beginning one month after grant, with the remainder
vesting equally over the following 35 months such that the option is vested in full on April 1, 2019,
subject to continued service with us through each relevant vesting date.
(5) The options were granted on September 22, 2016 and vest 1/36th per month beginning one month after
grant, with the remainder vesting equally over the following 35 months such that the option is vested
in full on September 22, 2019, subject to continued service with us through each relevant vesting date.
(6) The options were granted on December 19, 2016 and vest 1/36th per month beginning one month after
grant, with the remainder vesting equally over the following 35 months such that the option is vested
in full on December 19, 2019, subject to continued service with us through each relevant vesting date.
(7) The options were granted on December 21, 2017 and vest 100% on March 31, 2018 if the officer is an
employee as of such date.
(8) The options were granted on March 12, 2018 and vest 1/36th per month over thirty-six months such
that the option is vested in full on March 12, 2021, subject to continued service with us through each
relevant vesting date.
(9) The options were granted on June 1, 2018 and vest 1/36th per month over thirty-six months such that
the option is vested in full on June 12, 2021, subject to continued service with us through each relevant
vesting date.
(10) The options were granted November 29, 2018, 9/36ths of which vested nine months from date of hire,
then 1/36th per month over the remaining twenty-seven months. The option will vest in full on
November 29, 2021.
(11) The options that were granted on July 24, 2019 vest 1/36th per month over thirty-six months with
additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant.
The option will vest in full on July 24, 2022.
(12) The options that were granted on September 5, 2019 vest 1/36th per month over thirty-six months with
additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant.
The option will vest in full on September 5, 2023.
(13) The options were granted on November 12, 2019, 9/36ths of which vested nine months from the date
of hire, then 1/36th per month over the remaining twenty-seven months. The option will vest in full on
November 12, 2021.
(14) The options that were granted on March 20, 2020 vest 1/36th per month over thirty-six months with
additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant. The
option will vest in full on March 20, 2023.
(15) The options that were granted on April 5, 2021 vest 1/36th per month beginning one month after grant,
with the remainder vesting equally over the following 35 months such that the option is vested in full
on April 5, 2024, subject to continued service with us through each relevant vesting date.
Executive Employment Agreements
Lisa A. Conte
In March 2014, we entered into an offer letter with Ms. Conte to serve as our Chief Executive Officer,
effective March 1, 2014, in an at-will capacity. Under this offer letter, Ms. Conte’s annual base salary is
$400,000, she is eligible for an annual target bonus of 30% of her base salary. Effective June 15, 2015, our
32
board of directors has reviewed the terms of Ms. Conte’s employment arrangement in connection with its
annual compensation review, and has adjusted Ms. Conte’s base salary to $440,000. Ms. Conte is entitled to
participate in all employee benefit plans, including group health care plans and all fringe benefit plans.
Effective May 1, 2018, the Compensation Committee adjusted Ms. Conte’s base salary to $500,000. Effective
May 14, 2018, Ms. Conte was eligible for annual target bonus of 40% of her base salary. Effective April 1,
2021, the Compensation Committee adjusted Ms. Conte’s base salary to $535,700. Effective April 1, 2022, the
Compensation Committee increased Ms. Conte’s annual base salary from $535,700 to $576,374.
Steven R. King, Ph.D.
In February 2014, we entered into an offer letter with Dr. King to serve as our Executive Vice President,
Sustainable Supply, Ethnobotanical Research and Intellectual Property, effective March 1, 2014, in an at-
will capacity. Under the offer letter, Dr. King’s annual base salary is $255,000, he is eligible for an annual target
bonus of 30% of his base salary, and he is eligible to participate in the employee benefit plans we offer to
our other employees. Effective June 15, 2015, our board of directors has reviewed the terms of Dr. King’s
employment arrangement in connection with its annual compensation review, and has adjusted Dr. King’s
base salary to $280,500. Dr. King is entitled to participate in all employee benefit plans, including group health
care plans and all fringe benefit plans. Effective May 14, 2018, Dr. King was eligible for annual target
bonus of 40% of his base salary. His annual base salary was increased to $290,317, $300,000 and $311,900
effective May 1, 2018, November 1, 2019 and April 1, 2021, respectively. Effective April 1, 2022, the
Compensation Committee increased Dr. King’s annual base salary from $311,900 to $352,900.
Jonathan S. Wolin
In November 2018, we entered into an offer letter with Mr. Wolin to serve as our Chief Compliance
Officer, effective November 28, 2018, in an at will capacity. Under the offer letter Mr. Wolin’s annual base
salary is $260,000, he is eligible to receive an annual target bonus of 40% of his base salary, and he is eligible
to participate in the employee benefit plans we offer to our other employees. On September 6, 2019, we
entered into a promotion letter with Mr. Wolin, pursuant to which his base salary was increased to $280,800,
effective September 1, 2019. His annual base salary was increased to $300,000, $309,000 and $344,800
effective November 1, 2019, April 1, 2020 and April 1, 2021, respectively. Effective April 1, 2022, the
Compensation Committee increased Mr. Wolin’s annual base salary from $344,800 to $396,520.
Ian Wendt
Mr. Ian Wendt was hired on November 12, 2019 with an annual base salary of $300,000. On April 1,
2021, we entered into a promotion letter with Mr. Wendt, pursuant to which his base salary was increased
to $338,900, effective April 1, 2021. Effective April 1, 2022, the Compensation Committee increased
Mr. Wendt’s annual base salary from $338,900 to $350,100.
Severance Arrangements with our Executive Officers
In June 2020, the Company entered into certain agreements relating to the payment of severance and
other benefits to certain executive officers of the Company (the “Severance Agreements”), including
Ms. Conte, Dr. King, Ms. Lizak and Mr. Wolin. In May 2021, the Company entered into a severance
agreement with Mr. Ian Wendt on terms that were substantially identical to the Severance Agreement. In
March 2022, the Company entered into a severance agreement with Dr. Chaturvedi on terms that were
substantially identical to the Severance Agreement. The Severance Agreements provide for compensation and
benefits if the executive officer is subject to (a) a termination of employment by the Company without
Cause (as defined in the Severance Agreements) (other than death or disability) or (b) a Good Reason
Termination (as defined in the Severance Agreements), within three months following a change in control.
The compensation and benefits payable to the executive officer pursuant to the Severance Agreements are as
follows:
• Severance payment in an amount equal to twelve months of the executive officer’s base salary, which
amount will be payable, in the Company’s discretion, as a lump sum or in equal installments over
twelve months (the “Severance Period”), consistent with the Company’s normal payroll practices.
33
• Payment of premiums for any Consolidated Omnibus Budget Reconciliation Act continuation
coverage under the Company’s group health plan for twelve months following the termination of
employment.
• All unvested stock options and restricted stock units will accelerate and become fully vested as of the
date of termination of employment and the executive officer will be entitled to exercise any of his
or her vested stock options until the one-year anniversary of the termination of employment.
Each of the executive officer’s rights to receive benefits under the Severance Agreements is contingent
upon the executive officer’s execution of a release agreement.
The following table summarizes the total compensation earned in 2020 and 2021 for the Company’s
non- management directors. Ms. Conte receives no additional compensation for her service as a director.
Compensation of Directors
James J. Bochnowski . . . . . . . . . . . . . . . . . . . . . . . .
John Micek III . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Greg J. Divis
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Jonathan B. Siegel . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees Earned
or Paid
in Cash ($)
Option
awards ($)(1)
Total ($)
33,333
228,774
262,107
—
259,210
259,210
21,667
161,457
183,124
—
149,635
149,635
15,000
163,172
178,172
—
104,041
104,041
22,501
204,865
227,366
—
159,525
159,525
Year
2021
2020
2021
2020
2021
2021
2021
2020
(1) Represents the dollar amounts recognized for financial statement reporting purposes with respect to
the fiscal year (for stock option awards) determined under FASB ASC Topic 718. The aggregate number
of options held by each non-management director officer as of December 31, 2021 was as follows:
Mr. Bochnowski holds an aggregate of 112,468 options (12 options granted in fiscal year 2014, 6 options
granted in fiscal year 2015, 31 options granted in fiscal year 2016, 1,539 options granted in fiscal year
2018 and 69,469 options granted in fiscal year 2019). Mr. Bochnowski was granted 15,161 options
in March 2020. He was granted 26,250 options and 13,133 restricted stock units in May 2021;
Mr. Micek III holds an aggregate of 74,534 options (33 options granted fiscal year 2016, 883 options
granted fiscal year 2018 and 40,524 options granted in fiscal year 2019). Mr. Micek was granted 8,844
options in March 2020; He was granted 24,250 options and 12,133 restricted stock units in May 2021.
Mr. Divis holds an aggregate of 74,117 options (499 options granted fiscal year 2018 and 40,524
options granted in fiscal year 2019). Mr. Divis was granted 8,844 options in March 2020. He was granted
24,250 options and 12,133 restricted stock units, and Mr. Siegel holds an aggregate of 109,380 options
(499 options granted fiscal year 2018 and 69,469 options granted in fiscal year 2019. Mr. Siegel was
granted 15,162 options in March 2020. He was granted 24,250 options and 12,133 restricted stock units
in May 2021.
34
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The following includes a summary of transactions since January 1, 2020, to which we have been a party
in which the amount involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent (1%) of
the average of our total assets at year-end for the prior two fiscal years, and in which any of our directors,
executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate
family of any of the foregoing persons had or will have a direct or indirect material interest. Compensation
arrangements for our directors and executive officers are described in our annual proxy statement on
Schedule 14A.
Transactions with Napo Therapeutics, S.p.A.
On June 1, 2021, the Company entered into a subscription agreement with Dragon SPAC S.p.A.
(“Dragon SPAC”) and its sponsor, pursuant to which Dragon SPAC agreed to issue and sell, in a private
placement by Dragon SPAC directly to the Company, units of Dragon SPAC, with each unit consisting of
one ordinary share of Dragon SPAC and a warrant to purchase a share, for gross proceeds of approximately
€8.8 million (corresponding, as at June 1, 2021, to $10.8 million). Dragon SPAC was an Italy special
purpose acquisition company formed for the purpose of entering into a business combination with Napo
Therapeutics, S.p.A. (f/k/a Napo EU, S.p.A.), with the aim of developing the pharmaceutical activities of
Dragon SPAC/Napo Therapeutics combined entity in Europe. Each warrant entitles the holder thereof to
purchase one share at an exercise price of €10 per share at any time prior to the earlier of (i) the 10-year
anniversary of the consummation of the business combination and (ii) the five-year anniversary of the listing
of the combined entity on a public exchange.
On August 18, 2021, Napo Pharmaceuticals, Inc. (“Napo”), the wholly-owned subsidiary of the
Company, entered into a license agreement (as amended, the “License Agreement”) with Napo Therapeutics,
S.p.A. (“Napo Thera”), an Italy joint stock company and majority-owned subsidiary of Napo, pursuant to
which Napo granted Napo Thera (i) an exclusive license to develop, commercialize and manufacture
pharmaceutical products utilizing crofelemer or lechlemer as its active drug substance (collectively,
“Products”) in Europe for short bowel syndrome with intestinal failure, HIV-related diarrhea, and
symptomatic relief and treatment in patients with congenital diarrheal disorders and (ii) options to licenses
to develop, commercialize and manufacture Products in Europe for additional indications. Pursuant to the
License Agreement, Napo received an upfront cash payment of $10 million, 33% of which was payable no
later than the earlier of sixty days following the consummation of the Merger (defined below) or December 15,
2021 and the remaining balance of which is payable no later than the earlier of the twelve-month anniversary
of the consummation of the Merger or within sixty days of when Napo Thera receives more than
$20 million from the Merger or private placement proceeds directly into the Combined Company (as
defined below). Napo is also eligible to receive development and regulatory milestone payments of up to
$12.5 million, tiered royalties ranging from 12% to 18% and additional one-time license fees of up to
$40 million in the event that Napo Thera elects to acquire the license to exploit the Products in Europe for
additional indications. Napo Thera’s ability to acquire the license for additional indications is subject to the
availability of additional funds through financing or otherwise.
On November 3, 2021, Napo Thera and Dragon SPAC consummated a business combination
(“Merger”). Following such business combination, Jaguar and the sponsor of the Dragon SPAC owned
approximately 97% and 3%, respectively, of the combined company (the “Combined Company”) without
taking into effect any ordinary shares of the Combined Company issuable upon conversion of any special
shares of the Combined Company or the exercise of any warrants of the Combined Company.
Transactions with Executive Officers
On September 13, 2021 the Company entered into a securities purchase agreement (the “PIPE
Purchase Agreement”) with certain investors named therein (collectively, “PIPE Investors”), pursuant to
which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 309,242
unregistered shares (the “PIPE Shares”) of Common Stock for an aggregate purchase price of approximately
$776,197 (the “Private Placement”) or $2.51 per share, a $0.01 premium to market price (defined as the
Minimum Price under Nasdaq Listing Rule 5635(d)). PIPE Investors in the Private Placement include
35
Lisa Conte, Chief Executive Officer of the Company, and Carol Lizak, Chief Financial Officer of the
Company, who each invested approximately $20,000 in the Private Placement.
Transactions with Sagard
On September 1, 2020, the Company entered into the Stock Plan Agreement for Payment of Consulting
Services with Sagard Capital Partners Management Corp. (“SCPM”) and Sagard Capital Partners, L.P.
(“Sagard”), pursuant to which the Company agreed to issue Sagard 763,158 shares of Common Stock in full
satisfaction of all amounts owed by the Company to SCPM for services rendered by SCPM to the Company
under the Management Services Agreement, dated March 23, 2018, by and between the Company and
SCPM.
At the time of the above-referenced transactions, Sagard held in excess of 5% of our outstanding
shares of Common Stock on an as-converted basis.
Transactions with CVP and Its Affiliates
On March 4, 2020, the Company sold to Iliad Research and Trading, L.P. (“Iliad”), a Utah limited
partnership affiliated with Chicago Venture Partners L.P. (“CVP”), a royalty interest entitling Iliad to
$500,000 of future royalties on sales of Mytesi (crofelemer) and certain up-front license fees and milestone
payments from licensees and/or distributors for an aggregate purchase price of $350,000.
On April 15, 2020, Napo entered into a patent purchase agreement with Atlas Sciences, LLC (“Atlas”),
an affiliate of CVP, pursuant to which Atlas agreed to purchase certain patents and patent applications (the
“Patent Rights”) relating to Napo’s NP-500 drug product candidate (the “Sale”) for an upfront cash
payment of $1.5 million. Concurrently with the Sale, the Company entered into a license agreement with
Atlas (as amended on July 30, 2020, the “License Agreement”), pursuant to which Atlas granted the Company
an exclusive 10-year license to use the Patent Rights and improvements thereon to develop and
commercialize NP-500 in all territories worldwide except greater China, inclusive of the right to sublicense
NP-500 development and commercialization rights. As consideration for such license, the Company is
obligated to initiate a proof-of-concept Phase 2 study of NP-500 under an investigational new drug (“IND”)
application with the U.S. Food and Drug Administration or an IND-equivalent dossier under appropriate
regulatory authorities (the “Phase 2 study”) within six months of April 15, 2020. If the Company fails to
initiate the Phase 2 study by this date for any reason, including the timely receipt of adequate funding to
initiate the Phase 2 study, the Company will incur a trial delay fee equal to $2,515,000 (the “Trial Delay Fee”),
which amount is payable monthly over a period of approximately ten months. On October 7, 2020, the
Company entered into a fee settlement agreement Atlas, pursuant to which the Company issued to Atlas
666,666 shares of Common Stock (the “Settlement Shares”) and (ii) pre-funded warrants to purchase
2,072,984 shares of Common Stock (the “Settlement Warrants” and, together with the Settlement Shares
and the shares of Common Stock underlying the Settlement Warrants, the “Settlement Securities”) as
complete settlement and satisfaction of the Trial Delay Fee for an effective offering price of $0.918 per share,
which equals the Minimum Price as defined under Nasdaq Listing Rule 5635(d).
On September 1, 2020, the Company entered into an exchange agreement with Iliad, the holder of
5,524,926 shares (the “Original Shares”) of the Company’s Series A Convertible Participating Preferred
Stock, par value $0.0001 per share (the “Series A Preferred Stock”), pursuant to which the Company and
Iliad agreed to exchange the Original Shares for (i) 842,500 shares (the “Series C Preferred Shares”) of the
Company’s Series C Perpetual Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”)
and (ii) 842,500 shares (the “Series D Preferred Shares” and, together with the Series C Preferred Shares,
the “Exchange Shares”) of the Company’s Series D Perpetual Preferred Stock, par value $0.0001 per share
(the “Series D Preferred Stock”).
Between October 8, 2020 and December 28, 2020, the Company entered into privately negotiated
exchange agreements with Iliad, pursuant to which the Company issued 8,114,583 shares of Common
Stock and pre-funded warrants to purchase 2,352,564 shares of Common Stock in the aggregate at an
effective price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing
Rule 5635(d)) in exchange for 572,719 Exchange Shares (collectively, the “Preferred Exchange Transactions”).
36
As a result of the Preferred Exchange Transactions, no Series C Preferred Shares or Series D Preferred
Shares remain outstanding.
Between September 23, 2020 and January 4, 2021, the Company entered into privately negotiated
exchange agreements with CVP, pursuant to which we issued 7,628,443 shares of Common Stock in the
aggregate at an effective price per share equal to the market price (defined as the Minimum Price under
Nasdaq Listing Rule 5635(d)) in exchange for a $7,791,619 reduction in the outstanding balance of the
Exchange Notes (collectively, the “Note Exchange Transactions”). As a result of the Note Exchange
Transactions, as of January 4, 2021, the Exchange Notes have been repaid in full and are no longer
outstanding.
On October 8, 2020, the Company sold to Iliad a royalty interest (the “October 2020 Royalty Interest”)
entitling Iliad to $18 million of future royalties on sales of Mytesi (crofelemer) and certain up-front license
fees and milestone payments from licensees and/or distributors for an aggregate purchase price of $6 million.
On December 22, 2020, the Company sold to Uptown Capital, LLC (f/k/a Irving Park Capital, LLC),
an affiliate of CVP (“IPC”), a royalty interest entitling IPC to $12 million of future royalties on sales of
Mytesi (crofelemer) and certain up- front license fees and milestone payments from licensees and/or
distributors for an aggregate purchase price of $6 million.
On January 19, 2021, the Company and Napo issued a secured promissory note in the aggregate
principal amount of $6,220,813 to Streeterville Capital, LLC, an affiliate of CVP (“Streeterville”), which
note bears interest at 3.25% per annum and matures on January 20, 2025.
On March 8, 2021, the Company sold to Streeterville a royalty interest entitling Streeterville to
$10 million of future royalties on sales of Mytesi (crofelemer) for the prophylaxis and/or symptomatic relief
of inflammatory diarrhea and certain up-front license fees and milestone payments from licensees and/or
distributors for an aggregate purchase price of $5 million.
Between February 11, 2022 and March 9, 2022, the Company entered into privately negotiated
exchange agreements with Iliad, pursuant to which the Company issued 8,650,000 shares of Common
Stock in the aggregate at an effective price per share equal to the market price (defined as the Minimum
Price under Nasdaq Listing Rule 5635(d)) as of the date of the applicable exchange agreement in exchange
for a $4,441,657.50 reduction in the outstanding balance of the October 2020 Royalty Interest. At the time of
certain of the above-referenced transactions, CVP and its affiliates held in excess of 5% of our outstanding
shares of Common Stock.
Transactions with Oasis Capital
On March 24, 2020, the Company entered into an equity purchase agreement (the “ELOC Purchase
Agreement”) with Oasis Capital, LLC (“Oasis Capital”) which provides that, upon the terms and subject to
the conditions and limitations set forth therein, Oasis Capital is committed to purchase up to an aggregate
of $2.0 million of shares of Common Stock over the 36-month term of the ELOC Purchase Agreement.
On May 12, 2020, the Company and Napo, entered into an accounts receivable purchase agreement (as
amended, the “A/R Purchase Agreement”) with Oasis Capital, pursuant to which Oasis Capital may from
time to time in its discretion purchase accounts receivable of the Company or Napo on a recourse basis at a
purchase price equal to 37.5% of the face amount of each of the purchased accounts (“A/R Purchase
Price”). With respect to a purchased account, in the event Purchaser receives more than an amount equal to
the sum of (i) the face amount of such purchased account multiplied by 0.0545 and (ii) the A/R Purchase
Price from collection on such purchased account, then Oasis Capital will return any such excess overage
amount to Company or Napo, as applicable, within five days after Purchaser’s receipt thereof. Between
May 12, 2020 and December 3, 2021, Oasis Capital has purchased accounts receivable with an aggregate
face amount of $8.0 million for an aggregate purchase price of $7.2 million, which purchases were effectuated
pursuant to assignment agreements entered into between Napo and Oasis Capital from time to time.
On April 7, 2021, the Company entered into an amendment (the “ELOC Amendment”) to the ELOC
Purchase Agreement with Oasis Capital, pursuant to which the parties agreed to increase (i) the purchase
price per share of Common Stock issuable under the ELOC Purchase Agreement from $1.308 to $9.00 and
37
the threshold trading price of the Common Stock for conducting sales under the ELOC Purchase Agreement
from $1.5042 to $10.35 per share. In consideration for Oasis Capital’s entry into the ELOC Amendment,
the Company issued Oasis Capital a common stock purchase warrant exercisable for 33,333 shares of
Common Stock (the “ELOC Warrant”) with an exercise price per share equal to $5.61, the Minimum Price
(as defined under Nasdaq Listing Rules) on the date of the ELOC Amendment.
On October 6, 2020, the Company entered into an exchange agreement with Oasis Capital, pursuant to
which the Company and Oasis Capital agreed to exchange 790 out of the 10,165 Series B-2 Preferred Shares
held by Oasis Capital for 166,728 shares of Common Stock. Oasis Capital exercised its right to convert the
remaining Series B-2 Preferred Shares into shares of Common Stock in accordance with the terms of such
Series B-2 Preferred Shares on January 17, 2020 and December 23, 2020, such that no Series B-2 remain
outstanding.
At the time of certain of the above-referenced transactions, Oasis Capital held in excess of 5% of our
outstanding shares of Common Stock.
Transactions with Ionic Ventures, LLC
On March 24, 2020, the Company entered into a warrant exercise and preferred stock amendment
agreement (the “Amendment Agreement”) with Ionic Ventures, LLC (“Ionic”), pursuant to which Ionic
agreed to exercise in cash its Series 2 warrants to purchase 416,666 shares of Common Stock (“Series 2
Warrants”) at a reduced exercise price of $1.5681 per share for gross proceeds to the Company of
approximately $653,400. As further inducement to enter into the Amendment Agreement, the Company
agreed to reduce the conversion price of the Company’s Series B Preferred Stock (of which Ionic remains the
sole holder) from $6.00 to $1.3368.
At the time of certain of the above-referenced transactions, Ionic and its affiliates held in excess of 5%
of our outstanding shares of Common Stock.
Transactions with Charles C. Conte
Charles C. Conte is the brother of Lisa A. Conte, who has served as our President, Chief Executive
Officer and a member of our board of directors since she founded the company in June 2013.
On March 24, 2020, the Company entered into a Landlord Letter of Credit Agreement with Charles
Conte (the “LC Facilitator”), pursuant to which the Company will pay the LC Facilitator an amount equal
to $10,000 per month as consideration for delivering to the landlord (the “Landlord”) of the Company’s
office space located at 201 Mission Street, Suite 2375, San Francisco, California (the “Premises”), a standby,
unconditional, irrevocable, transferable letter of credit (the “Letter of Credit”), naming the Landlord as
beneficiary, as collateral for the full performance by the Company of all of its obligations under the office
lease agreement relating to the Premises. The Company also agreed to reimburse LC Facilitator up to $7,500
for reasonable out-of-pocket expenses incurred in establishing the Letter of Credit. The parties terminated
the Letter of Credit in October 2020.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and officers. These
agreements, among other things, require us or will require us to indemnify each director to the fullest extent
permitted by Delaware law, including indemnification of expenses such as expenses, judgments, penalties,
fines and amounts paid in settlement to the extent legally permitted incurred by the director or officer in any
action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s
services as a director or officer.
38
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act, and regulations of the SEC thereunder require our directors,
officers and persons who own more than 10% of our Common Stock, as well as certain affiliates of such
persons, to file initial reports of their ownership of our Common Stock and subsequent reports of changes
in such ownership with the SEC. Directors, officers and persons owning more than 10% of our Common
Stock are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based
solely on our review of the copies of such reports and amendments thereto received by us and written
representations from these persons that no other reports were required, we believe that during the fiscal year
ended December 31, 2021, our directors, officers and owners of more than 10% of our Common Stock
complied with all applicable filing requirements except that each of Lisa Conte and Carol Lizak filed a Form 4
on March 30, 2022 reporting the purchase of shares of Common Stock that should have been filed on
September 15, 2021 pursuant to Section 16(a) of the Exchange Act.
39
AUDIT COMMITTEE REPORT
Management has primary responsibility for our financial statements and the overall reporting process,
including maintaining effective internal control over financial reporting and assessing the effectiveness of
our system of internal controls. The independent registered public accounting firm audits the annual financial
statements prepared by management, expresses an opinion as to whether those financial statements fairly
present our financial position, results of operations and cash flows in conformity with U.S. generally accepted
accounting principles, and discusses with the Audit Committee any issues it believes should be raised with
the Audit Committee. These discussions include a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the
financial statements. The Audit Committee monitors our processes, relying, without independent verification,
on the information provided to it and on the representations made by management and the independent
registered public accounting firm.
RBSM LLP (“RBSM”), our Company’s independent auditor for the year ended December 31, 2021, is
responsible for expressing an opinion on the fairness of the presentation of the Company’s financial
statements in conformity with accounting principles generally accepted in the United States of America, in
all material respects.
In this context, the Audit Committee has reviewed and discussed with management and RBSM the
audited financial statements for the year ended December 31, 2021. The Audit Committee has discussed
with RBSM the matters that are required to be discussed under the Public Accounting Oversight Board
Auditing Standard No. 1301 “Communications with Audit Committees”. RBSM has provided to the Audit
Committee the written disclosures and the letter required by applicable requirements of the Public Company
Accounting Oversight Board’s Ethics and Independence rule 3526 “Communications with Audit Committees
Concerning Independence”, and the Audit Committee has discussed with RBSM that firm’s independence.
The Audit Committee has concluded that RBSM’s provision of audit and non-audit services to the
Company are compatible with RBSM’s independence.
Based on the considerations and discussions referred to above, the Audit Committee recommended to
our Board of Directors that the audited financial statements for the year ended December 31, 2021 be
included in our Annual Report on Form 10-K. This report is provided by the following independent directors,
who comprise the Audit Committee:
Audit Committee:
John Micek III, Chairperson
James J. Bochnowski
Jonathan B. Siegel
March 11, 2022
40
STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING
In accordance with SEC Rule 14a-8, in order for stockholder proposals intended to be presented at the
2023 Annual Meeting of Stockholders to be eligible for inclusion in our proxy statement for such meeting,
they must be received by us at our executive offices in San Francisco, California, before January 19, 2023. The
board of directors has not determined the date of the 2023 Annual Meeting of the Company’s Stockholders,
but does not currently anticipate that the date will be changed by more than 30 calendar days from the
date of the 2022 Annual Meeting of Stockholders.
Stockholder proposals (including recommendations of nominees for election to the board of directors)
intended to be presented at the 2023 Annual Meeting of Stockholders, other than a stockholder proposal
submitted pursuant to SEC Rule 14a-8, must be received in writing at our principal executive office no earlier
than February 10, 2023 and no later March 12, 2023, in accordance with our bylaws. If the date of the
2023 Annual Meeting of Stockholders is scheduled for a date more than 30 days before or more than 60 days
after June 10, 2023, then such proposals must be received not later than the close of business on the later
of the 90th day prior to the scheduled date of the 2023 Annual Meeting or the 10th day following the day on
which public disclosure of the date of the 2023 Annual Meeting of Stockholders is first made, as set forth
in our bylaws.
AVAILABILITY OF ANNUAL REPORT TO STOCKHOLDERS AND REPORT ON FORM 10-K
A copy of our Annual Report, which includes certain financial information about the Company, is being
provided with this Proxy Statement. Copies of our Annual Report (exclusive of exhibits and documents
incorporated by reference) may also be obtained for free by directing written requests to: Jaguar Health, Inc.,
Attention: Jonathan S. Wolin, 200 Pine Street, Suite 400, San Francisco, CA 94104 (415.371.8300 phone).
Copies of exhibits and basic documents filed with the Annual Report or referenced therein will be furnished
to stockholders upon written request and payment of a nominal fee in connection with the furnishing of
such documents. You may also obtain the Annual Report over the Internet at the SEC’s website, www.sec.gov,
or at https://jaguarhealth.gcs-web.com/financial-information/annual-reports.
LIST OF THE COMPANY’S STOCKHOLDERS
A list of our stockholders as of May 13, 2022, the Record Date, will be available for inspection at our
corporate headquarters during normal business hours during the 10-day period prior to the Annual Meeting.
The list of stockholders will also be available for such examination at the Annual Meeting.
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS
Unless contrary instructions are received, we may send a single copy of the Annual Report, Proxy
Statement and Notice of Annual Meeting to any household at which two or more stockholders reside if we
believe the stockholders are members of the same family. Each stockholder in the household will continue to
receive a separate proxy card. This process is known as “householding” and helps reduce the volume of
duplicate information received at a single household, which reduces costs and expenses borne by us.
If you would like to receive a separate set of our annual disclosure documents this year or in future years,
follow the instructions described below and we will deliver promptly a separate set. Similarly, if you share
an address with another stockholder and the two of you would like to receive only a single set of our annual
disclosure documents, follow the instructions below:
1.
2.
If your shares are registered in your own name, please contact our transfer agent by writing to
them at American Stock Transfer & Trust Company, LLC, 6201 15th Ave., Brooklyn, NY 11219
(Attn: Jaguar Health, Inc. Representative), calling 1-800-937-5449, or emailing
help@astfinancial.com.
If a bank, broker or other nominee holds your shares, please contact your bank, broker or other
nominee directly.
41
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
Our board of directors knows of no matters other than those referred to in the accompanying Notice
of Annual Meeting of Stockholders which may properly come before the Annual Meeting. However, if any
other matter should be properly presented for consideration and voting at the Annual Meeting or any
adjournments or postponements thereof, it is the intention of the persons named as proxies on the enclosed
form of proxy card to vote the shares represented by all valid proxy cards in accordance with their judgment
of what is in the best interest of the Company.
By Order of the Board of Directors.
San Francisco, California
May 19, 2022
Lisa A. Conte
Chief Executive Officer & President
42
Appendix A
Global Amendment — Note
GLOBAL AMENDMENT
This Global Amendment (this “Amendment”) is entered into as of April 14, 2022 by and among
Streeterville Capital, LLC, a Utah limited liability company (“Lender”), Jaguar Health, Inc. a Delaware
corporation (“Jaguar”), and Napo Pharmaceuticals, Inc., a Delaware corporation (“Napo,” and together
with Jaguar, “Borrower”). Capitalized terms used in this Amendment without definition shall have the
meanings given to them in the Note (as defined below).
A. Borrower previously sold and issued to Lender that certain Secured Promissory Note dated
January 19, 2021 in the original principal amount of $6,220,812.50 (the “Note”).
B. Lender and Borrower have agreed, subject to the terms, amendments, conditions and understandings
expressed in this Amendment, to amend the Note as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in
this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.
2. Definitions. For purposes of this Amendment, the following terms will have the following
meanings:
(a)
“Exchange Amount” means the amount of the Note that Borrower desires to exchange for
Exchange Shares.
(b)
“Exchange Cap” means the maximum number of Exchange Shares that could be issued to
Lender without violating The Nasdaq Capital Market rules related to the aggregation of offerings
under Nasdaq Listing Rule 5635(d), if applicable.
(c)
“Exchange Conditions” means: (a) with respect to the applicable Exchange Date all of the
Exchange Shares would be (i) registered for trading under applicable federal and state securities laws,
(ii) freely tradable under Rule 144, or (iii) otherwise freely tradable without the need for registration
under any applicable federal or state securities laws; (b) the applicable Exchange Shares would be eligible
for immediate resale by Lender; (c) no Event of Default shall have occurred under the Note; (d) if
Jaguar’s Common Stock is trading on OTCQB or OTCQX, the Exchange Amount is less than or equal
to twenty-five percent (25%) of the median daily dollar trading volume of Jaguar’s Common Stock
during the ten (10) Trading Days preceding the Exchange Date; and (e) the Common Stock is trading
on Nasdaq, NYSE, OTCQB or OTCQX.
(d)
Lender.
“Exchange Date” means the date that an Exchange Notice is submitted by Borrower to
(e)
“Exchange Notice” means a notice delivered by Borrower to Lender specifying the Exchange
Amount to be exchanged and the number of Exchange Shares to be issued.
(f)
“Exchange Shares” the number of shares of Jaguar’s Common Stock to be issued pursuant to
an applicable Exchange Notice.
(g)
“Nasdaq Minimum Price” means such term as defined in Nasdaq Listing Rule 5635(d).
3. Borrower Exchange Right. The Note is hereby amended to grant Borrower the right to exchange
from time to time at Borrower’s sole discretion any Exchange Amount for Exchange Shares at a price per
share equal to the Nasdaq Minimum Price as of each applicable Exchange Date. Notwithstanding the
foregoing, Borrower will not have the right to exchange any Exchange Amount and issue any Exchange
Shares to Lender if: (a) the issuance of such Exchange Shares would cause Lender’s beneficial ownership to
exceed 4.99% of Jaguar’s issued and outstanding Common Stock as of such date; (b) any of the Exchange
Conditions has not been satisfied as of the applicable Exchange Date; and (c) the total cumulative number of
Exchange Shares to be issued to Lender would exceed the Exchange Cap unless (i) stockholder approval is
obtained to issue more than the Exchange Cap or (ii) the Common Stock is not listed for quotation on
Nasdaq or NYSE American. The Exchange Cap shall be appropriately adjusted for any reorganization,
A-1
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Following
delivery of an Exchange Notice, Borrower may not deliver another Exchange Notice to Lender for at least
three (3) Trading Days.
4. Representations and Warranties.
In order to induce Lender to enter into this Amendment,
Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants
and agrees as follows:
(a) Borrower has full power and authority to enter into this Amendment and to incur and
perform all obligations and covenants contained herein, all of which have been duly authorized by all
proper and necessary action. No consent, approval, filing or registration with or notice to any
governmental authority is required as a condition to the validity of this Amendment or the performance
of any of the obligations of Borrower hereunder.
(b) There is no fact known to Borrower or which should be known to Borrower which Borrower
has not disclosed to Lender on or prior to the date of this Amendment which would or could materially
and adversely affect the understanding of Lender expressed in this Amendment or any representation,
warranty, or recital contained in this Amendment.
(c) Except as expressly set forth in this Amendment, Borrower acknowledges and agrees that
neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or
agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or
otherwise affect the liability and obligations of Borrower under the terms of the Note.
(d) Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment,
claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender,
directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions
contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or
begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in
accordance with, pursuant to, or by virtue of any of the terms or conditions of the Note. To the
extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims,
counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims,
actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges
and agrees that the execution of this Amendment by Lender shall not constitute an acknowledgment
of or admission by Lender of the existence of any claims or of liability for any matter or precedent upon
which any claim or liability may be asserted.
(e) Borrower represents and warrants that as of the date hereof no Events of Default or other
material breaches exist under the Note, or have occurred prior to the date hereof.
5. Other Terms Unchanged. The Note, as amended by this Amendment, remains and continues in
full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects
agreed to, ratified, and confirmed. Any reference to the Note after the date of this Amendment is deemed
to be a reference to the Note as amended by this Amendment. If there is a conflict between the terms of this
Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be
implied by this Amendment. Borrower acknowledges that it is unconditionally obligated to pay the remaining
balance of the Note and represents that such obligation is not subject to any deductions, defenses, rights of
offset, or counterclaims of any kind. Except as expressly set forth herein, the execution, delivery, and
performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power,
or remedy of Lender under the Note, as in effect prior to the date hereof.
6. No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers,
directors, members, managers, equity holders, representatives or agents has made any representations or
warranties to Borrower or any of its agents, representatives, officers, directors, or employees except as
expressly set forth in this Amendment and the Note and, in making its decision to enter into the transactions
contemplated by this Amendment, Borrower is not relying on any representation, warranty, covenant or
promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives
other than as set forth in this Amendment.
A-2
7. Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto
confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s
signature page thereof) will be deemed to be an executed original thereof.
8. Further Assurances. Each party shall do and perform or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments
and documents, as the other party may reasonably request in order to carry out the intent and accomplish
the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth
above.
BORROWER:
JAGUAR HEALTH, INC.
By:
/s/ Lisa Conte
Lisa Conte, President and CEO
NAPO PHARMACEUTICALS, INC.
By:
/s/ Lisa Conte
Lisa Conte, President and CEO
LENDER:
STEETERVILLE CAPITAL, LLC
By:
/s/ John M. Fife
John M. Fife, President
A-4
Appendix B
Global Amendment — Royalty Interests
Appendix B-1
Amendment to October 2020 Royalty Interest
GLOBAL AMENDMENT
This Global Amendment (this “Amendment”) is entered into as of April 14, 2022 by and between Iliad
Research and Trading, L.P., a Utah limited partnership (“Investor”), and Jaguar Health, Inc. a Delaware
corporation (“Company”). Capitalized terms used in this Amendment without definition shall have the
meanings given to them in the Royalty Interest (as defined below).
A. Company previously sold and issued to Investor that certain Royalty Interest dated October 8,
2020 in the original principal amount of $12,000,000 (the “Royalty Interest”).
B.
Investor and Company have agreed, subject to the terms, amendments, conditions and
understandings expressed in this Amendment, to amend the Royalty Interest as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in
this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.
2. Definitions. For purposes of this Amendment, the following terms will have the following
meanings:
(a)
“Exchange Amount” means the amount of the Royalty Interest that Company desires to
exchange for Exchange Shares.
(b)
“Exchange Cap” means the maximum number of Exchange Shares that could be issued to
Investor without violating The Nasdaq Capital Market rules related to the aggregation of offerings
under Nasdaq Listing Rule 5635(d), if applicable.
(c)
“Exchange Conditions” means: (a) with respect to the applicable Exchange Date all of the
Exchange Shares would be (i) registered for trading under applicable federal and state securities laws,
(ii) freely tradable under Rule 144, or (iii) otherwise freely tradable without the need for registration
under any applicable federal or state securities laws; (b) the applicable Exchange Shares would be eligible
for immediate resale by Investor; (c) no Event of Default shall have occurred under the Royalty
Interest; (d) if Company’s Common Stock is trading on OTCQB or OTCQX, the Exchange Amount is
less than or equal to twenty-five percent (25%) of the median daily dollar trading volume of Company’s
Common Stock during the ten (10) Trading Days preceding the Exchange Date; and (e) the Common
Stock is trading on Nasdaq, NYSE, OTCQB or OTCQX.
(d)
Investor.
“Exchange Date” means the date that an Exchange Notice is submitted by Company to
(e)
“Exchange Notice” means a notice delivered by Company to Investor specifying the Exchange
Amount to be exchanged and the number of Exchange Shares to be issued.
(f)
“Exchange Shares” the number of shares of Company’s Common Stock to be issued pursuant
to an applicable Exchange Notice.
(g)
“Nasdaq Minimum Price” means such term as defined in Nasdaq Listing Rule 5635(d).
3. Company Exchange Right. The Royalty Interest is hereby amended to grant Company the right
to exchange from time to time at Company’s sole discretion any Exchange Amount for Exchange Shares at
a price per share equal to the Nasdaq Minimum Price as of each applicable Exchange Date. Notwithstanding
the foregoing, Company will not have the right to exchange any Exchange Amount and issue any Exchange
Shares to Investor if: (a) the issuance of such Exchange Shares would cause Investor’s beneficial ownership
to exceed 4.99% of Company’s issued and outstanding Common Stock as of such date; (b) any of the
Exchange Conditions has not been satisfied as of the applicable Exchange Date; and (c) the total cumulative
B-1-1
number of Exchange Shares to be issued to Investor would exceed the Exchange Cap unless (i) stockholder
approval is obtained to issue more than the Exchange Cap or (ii) the Common Stock is not listed for quotation
on Nasdaq or NYSE American. The Exchange Cap shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Following
delivery of an Exchange Notice, Company may not deliver another Exchange Notice to Investor for at
least three (3) Trading Days.
4. Representations and Warranties.
In order to induce Investor to enter into this Amendment,
Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants
and agrees as follows:
(a) Company has full power and authority to enter into this Amendment and to incur and
perform all obligations and covenants contained herein, all of which have been duly authorized by all
proper and necessary action. No consent, approval, filing or registration with or notice to any
governmental authority is required as a condition to the validity of this Amendment or the performance
of any of the obligations of Company hereunder.
(b) There is no fact known to Company or which should be known to Company which Company
has not disclosed to Investor on or prior to the date of this Amendment which would or could materially
and adversely affect the understanding of Investor expressed in this Amendment or any representation,
warranty, or recital contained in this Amendment.
(c) Except as expressly set forth in this Amendment, Company acknowledges and agrees that
neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or
agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or
otherwise affect the liability and obligations of Company under the terms of the Royalty Interest.
(d) Company has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment,
claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Investor,
directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions
contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or
begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or
begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Royalty
Interest. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment,
claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims,
counterclaims, actions and causes of action are hereby waived, discharged and released. Company
hereby acknowledges and agrees that the execution of this Amendment by Investor shall not constitute
an acknowledgment of or admission by Investor of the existence of any claims or of liability for any
matter or precedent upon which any claim or liability may be asserted.
(e) Company represents and warrants that as of the date hereof no Events of Default or other
material breaches exist under the Royalty Interest, or have occurred prior to the date hereof.
5. Other Terms Unchanged. The Royalty Interest, as amended by this Amendment, remains and
continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and
is in all respects agreed to, ratified, and confirmed. Any reference to the Royalty Interest after the date of
this Amendment is deemed to be a reference to the Royalty Interest as amended by this Amendment. If there
is a conflict between the terms of this Amendment and the Royalty Interest, the terms of this Amendment
shall control. No forbearance or waiver may be implied by this Amendment. Company acknowledges that it
is unconditionally obligated to pay the remaining balance of the Royalty Interest and represents that such
obligation is not subject to any deductions, defenses, rights of offset, or counterclaims of any kind. Except as
expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as
a waiver of, or as an amendment to, any right, power, or remedy of Investor under the Royalty Interest, as in
effect prior to the date hereof.
6. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers,
directors, members, managers, equity holders, representatives or agents has made any representations or
warranties to Company or any of its agents, representatives, officers, directors, or employees except as
expressly set forth in this Amendment and the Royalty Interest and, in making its decision to enter into the
B-1-2
transactions contemplated by this Amendment, Company is not relying on any representation, warranty,
covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or
representatives other than as set forth in this Amendment.
7. Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto
confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s
signature page thereof) will be deemed to be an executed original thereof.
8. Further Assurances. Each party shall do and perform or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments
and documents, as the other party may reasonably request in order to carry out the intent and accomplish
the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth
above.
COMPANY:
JAGUAR HEALTH, INC.
By:
/s/ Lisa Conte
Lisa Conte, President and CEO
INVESTOR:
ILIAD RESEARCH AND TRADING, L.P.
By: Iliad Management, LLC, its General Partner
By: Fife Trading, Inc., its Manager
By:
/s/ John M. Fife
John M. Fife, President
B-1-4
Appendix B-2
Amendment to December 2020 Royalty Interest
GLOBAL AMENDMENT
This Global Amendment (this “Amendment”) is entered into as of April 14, 2022 by and between
Uptown Capital, LLC, a Utah limited liability company (f/k/a Irving Park Capital, LLC) (“Investor”), and
Jaguar Health, Inc. a Delaware corporation (“Company”). Capitalized terms used in this Amendment without
definition shall have the meanings given to them in the Royalty Interest (as defined below).
A. Company previously sold and issued to Investor that certain Royalty Interest dated December 22,
2020 in the original principal amount of $12,000,000 (the “Royalty Interest”).
B.
Investor and Company have agreed, subject to the terms, amendments, conditions and
understandings expressed in this Amendment, to amend the Royalty Interest as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in
this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.
2. Definitions. For purposes of this Amendment, the following terms will have the following
meanings:
(a)
“Exchange Amount” means the amount of the Royalty Interest that Company desires to
exchange for Exchange Shares.
(b)
“Exchange Cap” means the maximum number of Exchange Shares that could be issued to
Investor without violating The Nasdaq Capital Market rules related to the aggregation of offerings
under Nasdaq Listing Rule 5635(d), if applicable.
(c)
“Exchange Conditions” means: (a) with respect to the applicable Exchange Date all of the
Exchange Shares would be (i) registered for trading under applicable federal and state securities laws,
(ii) freely tradable under Rule 144, or (iii) otherwise freely tradable without the need for registration
under any applicable federal or state securities laws; (b) the applicable Exchange Shares would be eligible
for immediate resale by Investor; (c) no Event of Default shall have occurred under the Royalty
Interest; (d) if Company’s Common Stock is trading on OTCQB or OTCQX, the Exchange Amount is
less than or equal to twenty-five percent (25%) of the median daily dollar trading volume of Company’s
Common Stock during the ten (10) Trading Days preceding the Exchange Date; and (e) the Common
Stock is trading on Nasdaq, NYSE, OTCQB or OTCQX.
(d)
Investor.
“Exchange Date” means the date that an Exchange Notice is submitted by Company to
(e)
“Exchange Notice” means a notice delivered by Company to Investor specifying the Exchange
Amount to be exchanged and the number of Exchange Shares to be issued.
(f)
“Exchange Shares” the number of shares of Company’s Common Stock to be issued pursuant
to an applicable Exchange Notice.
(g)
“Nasdaq Minimum Price” means such term as defined in Nasdaq Listing Rule 5635(d).
3. Company Exchange Right. The Royalty Interest is hereby amended to grant Company the right
to exchange from time to time at Company’s sole discretion any Exchange Amount for Exchange Shares at
a price per share equal to the Nasdaq Minimum Price as of each applicable Exchange Date. Notwithstanding
the foregoing, Company will not have the right to exchange any Exchange Amount and issue any Exchange
Shares to Investor if: (a) the issuance of such Exchange Shares would cause Investor’s beneficial ownership
to exceed 4.99% of Company’s issued and outstanding Common Stock as of such date; (b) any of the
Exchange Conditions has not been satisfied as of the applicable Exchange Date; and (c) the total cumulative
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number of Exchange Shares to be issued to Investor would exceed the Exchange Cap unless (i) stockholder
approval is obtained to issue more than the Exchange Cap or (ii) the Common Stock is not listed for quotation
on Nasdaq or NYSE American. The Exchange Cap shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Following
delivery of an Exchange Notice, Company may not deliver another Exchange Notice to Investor for at
least three (3) Trading Days.
4. Representations and Warranties.
In order to induce Investor to enter into this Amendment,
Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants
and agrees as follows:
(a) Company has full power and authority to enter into this Amendment and to incur and
perform all obligations and covenants contained herein, all of which have been duly authorized by all
proper and necessary action. No consent, approval, filing or registration with or notice to any
governmental authority is required as a condition to the validity of this Amendment or the performance
of any of the obligations of Company hereunder.
(b) There is no fact known to Company or which should be known to Company which Company
has not disclosed to Investor on or prior to the date of this Amendment which would or could materially
and adversely affect the understanding of Investor expressed in this Amendment or any representation,
warranty, or recital contained in this Amendment.
(c) Except as expressly set forth in this Amendment, Company acknowledges and agrees that
neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or
agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or
otherwise affect the liability and obligations of Company under the terms of the Royalty Interest.
(d) Company has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment,
claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Investor,
directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions
contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or
begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or
begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Royalty
Interest. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment,
claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims,
counterclaims, actions and causes of action are hereby waived, discharged and released. Company
hereby acknowledges and agrees that the execution of this Amendment by Investor shall not constitute
an acknowledgment of or admission by Investor of the existence of any claims or of liability for any
matter or precedent upon which any claim or liability may be asserted.
(e) Company represents and warrants that as of the date hereof no Events of Default or other
material breaches exist under the Royalty Interest, or have occurred prior to the date hereof.
5. Other Terms Unchanged. The Royalty Interest, as amended by this Amendment, remains and
continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and
is in all respects agreed to, ratified, and confirmed. Any reference to the Royalty Interest after the date of
this Amendment is deemed to be a reference to the Royalty Interest as amended by this Amendment. If there
is a conflict between the terms of this Amendment and the Royalty Interest, the terms of this Amendment
shall control. No forbearance or waiver may be implied by this Amendment. Company acknowledges that it
is unconditionally obligated to pay the remaining balance of the Royalty Interest and represents that such
obligation is not subject to any deductions, defenses, rights of offset, or counterclaims of any kind. Except as
expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as
a waiver of, or as an amendment to, any right, power, or remedy of Investor under the Royalty Interest, as in
effect prior to the date hereof.
6. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers,
directors, members, managers, equity holders, representatives or agents has made any representations or
warranties to Company or any of its agents, representatives, officers, directors, or employees except as
expressly set forth in this Amendment and the Royalty Interest and, in making its decision to enter into the
B-2-2
transactions contemplated by this Amendment, Company is not relying on any representation, warranty,
covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or
representatives other than as set forth in this Amendment.
7. Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto
confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s
signature page thereof) will be deemed to be an executed original thereof.
8. Further Assurances. Each party shall do and perform or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments
and documents, as the other party may reasonably request in order to carry out the intent and accomplish
the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
B-2-3
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth
above.
COMPANY:
JAGUAR HEALTH, INC.
By:
/s/ Lisa Conte
Lisa Conte, President and CEO
INVESTOR:
UPTOWN CAPITAL, LLC
By:
/s/ John M. Fife
John M. Fife, President
B-2-4
Appendix B-3
Amendment to March 2021 Royalty Interest
GLOBAL AMENDMENT
This Global Amendment (this “Amendment”) is entered into as of April 14, 2022 by and between
Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Jaguar Health, Inc. a Delaware
corporation (“Company”). Capitalized terms used in this Amendment without definition shall have the
meanings given to them in the Royalty Interest (as defined below).
A. Company previously sold and issued to Investor that certain Royalty Interest dated March 8, 2021
in the original principal amount of $10,000,000 (the “Royalty Interest”).
B.
Investor and Company have agreed, subject to the terms, amendments, conditions and
understandings expressed in this Amendment, to amend the Royalty Interest as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in
this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.
2. Definitions. For purposes of this Amendment, the following terms will have the following
meanings:
(a)
“Exchange Amount” means the amount of the Royalty Interest that Company desires to
exchange for Exchange Shares.
(b)
“Exchange Cap” means the maximum number of Exchange Shares that could be issued to
Investor without violating The Nasdaq Capital Market rules related to the aggregation of offerings
under Nasdaq Listing Rule 5635(d), if applicable.
(c)
“Exchange Conditions” means: (a) with respect to the applicable Exchange Date all of the
Exchange Shares would be (i) registered for trading under applicable federal and state securities laws,
(ii) freely tradable under Rule 144, or (iii) otherwise freely tradable without the need for registration
under any applicable federal or state securities laws; (b) the applicable Exchange Shares would be eligible
for immediate resale by Investor; (c) no Event of Default shall have occurred under the Royalty
Interest; (d) if Company’s Common Stock is trading on OTCQB or OTCQX, the Exchange Amount is
less than or equal to twenty-five percent (25%) of the median daily dollar trading volume of Company’s
Common Stock during the ten (10) Trading Days preceding the Exchange Date; and (e) the Common
Stock is trading on Nasdaq, NYSE, OTCQB or OTCQX.
(d)
Investor.
“Exchange Date” means the date that an Exchange Notice is submitted by Company to
(e)
“Exchange Notice” means a notice delivered by Company to Investor specifying the Exchange
Amount to be exchanged and the number of Exchange Shares to be issued.
(f)
“Exchange Shares” the number of shares of Company’s Common Stock to be issued pursuant
to an applicable Exchange Notice.
(g)
“Nasdaq Minimum Price” means such term as defined in Nasdaq Listing Rule 5635(d).
3. Company Exchange Right. The Royalty Interest is hereby amended to grant Company the right
to exchange from time to time at Company’s sole discretion any Exchange Amount for Exchange Shares at
a price per share equal to the Nasdaq Minimum Price as of each applicable Exchange Date. Notwithstanding
the foregoing, Company will not have the right to exchange any Exchange Amount and issue any Exchange
Shares to Investor if: (a) the issuance of such Exchange Shares would cause Investor’s beneficial ownership
to exceed 4.99% of Company’s issued and outstanding Common Stock as of such date; (b) any of the
Exchange Conditions has not been satisfied as of the applicable Exchange Date; and (c) the total cumulative
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number of Exchange Shares to be issued to Investor would exceed the Exchange Cap unless (i) stockholder
approval is obtained to issue more than the Exchange Cap or (ii) the Common Stock is not listed for quotation
on Nasdaq or NYSE American. The Exchange Cap shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Following
delivery of an Exchange Notice, Company may not deliver another Exchange Notice to Investor for at
least three (3) Trading Days.
4. Representations and Warranties.
In order to induce Investor to enter into this Amendment,
Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants
and agrees as follows:
(a) Company has full power and authority to enter into this Amendment and to incur and
perform all obligations and covenants contained herein, all of which have been duly authorized by all
proper and necessary action. No consent, approval, filing or registration with or notice to any
governmental authority is required as a condition to the validity of this Amendment or the performance
of any of the obligations of Company hereunder.
(b) There is no fact known to Company or which should be known to Company which Company
has not disclosed to Investor on or prior to the date of this Amendment which would or could materially
and adversely affect the understanding of Investor expressed in this Amendment or any representation,
warranty, or recital contained in this Amendment.
(c) Except as expressly set forth in this Amendment, Company acknowledges and agrees that
neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or
agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or
otherwise affect the liability and obligations of Company under the terms of the Royalty Interest.
(d) Company has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment,
claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Investor,
directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions
contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or
begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or
begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Royalty
Interest. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment,
claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims,
counterclaims, actions and causes of action are hereby waived, discharged and released. Company
hereby acknowledges and agrees that the execution of this Amendment by Investor shall not constitute
an acknowledgment of or admission by Investor of the existence of any claims or of liability for any
matter or precedent upon which any claim or liability may be asserted.
(e) Company represents and warrants that as of the date hereof no Events of Default or other
material breaches exist under the Royalty Interest, or have occurred prior to the date hereof.
5. Other Terms Unchanged. The Royalty Interest, as amended by this Amendment, remains and
continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and
is in all respects agreed to, ratified, and confirmed. Any reference to the Royalty Interest after the date of
this Amendment is deemed to be a reference to the Royalty Interest as amended by this Amendment. If there
is a conflict between the terms of this Amendment and the Royalty Interest, the terms of this Amendment
shall control. No forbearance or waiver may be implied by this Amendment. Company acknowledges that it
is unconditionally obligated to pay the remaining balance of the Royalty Interest and represents that such
obligation is not subject to any deductions, defenses, rights of offset, or counterclaims of any kind. Except as
expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as
a waiver of, or as an amendment to, any right, power, or remedy of Investor under the Royalty Interest, as in
effect prior to the date hereof.
6. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers,
directors, members, managers, equity holders, representatives or agents has made any representations or
warranties to Company or any of its agents, representatives, officers, directors, or employees except as
expressly set forth in this Amendment and the Royalty Interest and, in making its decision to enter into the
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transactions contemplated by this Amendment, Company is not relying on any representation, warranty,
covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or
representatives other than as set forth in this Amendment.
7. Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto
confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s
signature page thereof) will be deemed to be an executed original thereof.
8. Further Assurances. Each party shall do and perform or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments
and documents, as the other party may reasonably request in order to carry out the intent and accomplish
the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
B-3-3
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth
above.
COMPANY:
JAGUAR HEALTH, INC.
By:
/s/ Lisa Conte
Lisa Conte, President and CEO
INVESTOR:
STREETERVILLE CAPITAL, LLC
By:
/s/ John M. Fife
John M. Fife, President
B-3-4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
COMMISSION FILE NO. 001-36714
JAGUAR HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
46-2956775
(I.R.S. Employer
Identification No.)
200 Pine Street, Suite 400
San Francisco, California 94104
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(415) 371-8300
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class
Common Stock, Par Value $0.0001 Per Share
Trading Symbol(s)
JAGX
Name of each exchange on which registered
The Nasdaq Capital Market
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of June 30, 2021, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $215,622,279 based upon the
closing sales price of the registrant’s common stock on The Nasdaq Capital Market on such date.
The number of shares of the registrant’s common stock outstanding as of March 10, 2022 was 77,053,990 shares of voting common stock and 673 shares of
non-voting common stock, par value $0.0001 per share (convertible into equivalent shares of voting common stock).
Portions of the proxy statement for the registrant’s 2022 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days of the end of the
fiscal year ended December 31, 2021 are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this
Form 10-K, the Proxy Statement is not deemed to be filed as a part hereof.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
Page No.
1
37
71
71
71
72
73
73
74
86
87
148
148
149
150
150
150
150
150
151
158
Item No.
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A.Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . .
Item 7A.Qualitative and Quantitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . .
Item 9A.Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . .
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Forward-looking statements
PART I
This Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts
contained in this Form 10-K, including statements regarding our future results of operations and financial position,
business strategy, prospective products, product approvals, research and development costs, timing of receipt of
clinical trial, field study and other study data, and likelihood of success, commercialization plans and timing, other
plans and objectives of management for future operations, and future results of current and anticipated products are
forward-looking statements. These statements involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”
“expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,”
“predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking
statements in this Form 10-K are only predictions. We have based these forward-looking statements largely on our
current expectations and projections about future events and financial trends that we believe may affect our business,
financial condition and results of operations. These forward-looking statements speak only as of the date of this
Form 10-K and are subject to a number of risks, uncertainties and assumptions described under the sections in this
Form 10-K titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere in this Form 10-K. Forward-looking statements are subject to inherent risks and
uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control. The events
and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could
differ materially from those projected in the forward-looking statements. Moreover, we operate in a dynamic industry
and economy. New risk factors and uncertainties may emerge from time to time, and it is not possible for management
to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to
publicly update or revise any forward-looking statements contained herein, whether as a result of any new
information, future events, changed circumstances or otherwise.
Jaguar Health, our logo, Napo Pharmaceuticals, Napo Therapeutics, Mytesi, Equilevia, Canalevia, Canalevia-
CA1, Canalevia-CA2, and Neonorm are our trademarks that are used in this Form 10 K. This Form 10 K also includes
trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience,
trademarks and tradenames referred to in this Form 10 K appear without the ©, ® or ™ symbols, but those references
are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights or that the
applicable owner will not assert its rights, to these trademarks and tradenames.
ITEM 1. BUSINESS
BUSINESS
Jaguar Health, Inc. (“Jaguar” or the “Company”) is a commercial stage pharmaceuticals company focused on
developing novel, plant-based, non-opioid, and sustainably derived prescription medicines for people and animals
with GI distress, including chronic, debilitating diarrhea. Jaguar Animal Health is a tradename of Jaguar Health. Our
wholly owned subsidiary, Napo Pharmaceuticals, Inc. (“Napo”), focuses on developing and commercializing
proprietary plant-based human pharmaceuticals for the global marketplace from plants or plant products used
traditionally in rainforest areas. Napo’s marketed drug Mytesi (crofelemer 125 mg delayed-release tablets) is a first-
in-class oral botanical drug product approved by the U.S. Food and Drug Administration (“FDA”) for the
symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. To date, this is the
only oral plant-based botanical prescription medicine approved under the FDA’s Botanical Guidance. Jaguar Animal
Health’s Canalevia-CA1 (crofelemer delayed-release tablets) drug is the first and only oral plant-based prescription
product that is FDA conditionally approved to treat chemotherapy-induced diarrhea (“CID”) in dogs. Canalevia-CA1
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is a canine-specific formulation of crofelemer. Napo Therapeutics S.p.A., Napo’s majority owned Italian subsidiary,
focuses on expanding crofelemer access in Europe.
Jaguar, formerly known as Jaguar Animal Health, Inc., was founded in San Francisco, California as a
Delaware corporation on June 6, 2013 (inception). The Company was a majority-owned subsidiary of Napo until the
close of the Company's initial public offering on May 18, 2015. The Company was formed to develop and
commercialize first-in-class prescription and non-prescription products for companion and production animals and
horses. The Company's first non-prescription commercial products, Neonorm Calf and Neonorm Foal, were launched
in 2014 and 2016, respectively.
On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger
dated March 31, 2017, by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo's
representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the
completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as the wholly-owned
subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from
“Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly-owned subsidiary of Jaguar
focused on human health including the ongoing development of crofelemer and commercialization of Mytesi.
On March 15, 2021, Jaguar established Napo EU S.p.A (which changed its name in January 2022 to Napo
Therapeutics S.p.A. “Napo Therapeutics”) based in Milan, Italy as a subsidiary of Napo. Napo Therapeutics’ mission
is to provide access to crofelemer in Europe to address significant rare/orphan disease indications, including, initially,
two key orphan target indications: Short bowel syndrome with intestinal failure (“SBS-IF”), and congenital diarrheal
disorders (“CDD”). On November 3, 2021, Napo Therapeutics merged with Dragon SPAC S.p.A. (“Dragon SPAC”).
On December 13, 2021, the European Medicines Agency (“EMA”) granted orphan-drug designation
(“ODD”) for crofelemer for short bowel syndrome (“SBS”) indication in the European Union following review of the
ODD application Napo submitted to the EMA in September 2021. Following this decision from the EMA, Napo
Therapeutics is initiating efforts to commence clinical development of crofelemer in both adult and pediatric SBS
patients in support of the company’s key focus on leveraging the EMA’s accelerated conditional marketing
authorization pathway in Europe for these rare diseases. Napo Therapeutics has also agreed to support an investigator-
initiated trial (“IIT”) which will provide proof of concept (“POC”) support for potential expanded access programs for
crofelemer for patients with CDD and/or SBS patients with intestinal failure (“IF”). The expanded access program
will be initiated following completion of this study and upon publication of POC results, potentially in 2023.
Crofelemer previously received ODD in the U.S. from the FDA for SBS. SBS affects approximately 10,000 to 20,000
people in the U.S., according to the Crohn's & Colitis Foundation, and it is estimated that the population of SBS
patients in Europe is approximately the same size. Despite limited treatment options, the global SBS market exceeded
$568 million in 2019 and is expected to reach $4.6 billion by 2027, according to a report by Vision Research Reports.
On December 21, 2021, we received conditional approval from the FDA to market Canalevia-CA1
(crofelemer delayed-release tablets), our oral plant-based prescription drug and the only drug for the treatment of CID
in dogs. We expect Canalevia-CA1 to be available to multiple leading veterinary distributors in the U.S. in the second
quarter of 2022 after we complete a post-approval update to the chemistry, manufacturing and controls (“CMC”)
related to crofelemer. This update will align with the CMC requirements related to crofelemer used as the active
ingredient in Mytesi.
On January 4, 2022, we announced the launch of Canalevia-CA1 (crofelemer delayed-released tablets),
which is being commercialized as a prescription drug product under the Company’s Jaguar Animal Health tradename.
Canalevia-CA1 is a tablet that is given orally and can be prescribed for home treatment of CID. Canalevia-CA1 is a
canine-specific formulation of crofelemer that is conditionally approved by the FDA under application number
141-552. Conditional approval allows for commercialization of the product while Jaguar Animal Health continues to
collect the substantial evidence of effectiveness required for a full approval. We have received Minor Use in a Major
Species (“MUMS”) designation from the FDA for Canalevia-CA1 to treat CID in dogs. FDA has established a "small
number" threshold for minor use in each of the seven major species covered by the MUMS act. The small number
threshold is currently 70,000 for dogs, representing the largest number of dogs that can be affected by a disease or
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condition over the course of a year and still have the use qualify as a minor use. We expect Canalevia-CA1 to be
available to multiple leading veterinary distributors in the U.S. in the second quarter of 2022 after we complete a post-
conditional-approval update to the CMC related to crofelemer. In the field of animal health, we are continuing limited
activities related to developing and commercializing first in class gastrointestinal products for dogs, dairy calves,
foals, and high value horses.
Most of the activities of the Company are focused on the commercialization of Mytesi and Canalevia-CA1
and the ongoing clinical development of crofelemer for the prophylaxis of diarrhea in adult patients receiving targeted
cancer therapy. In June 2021, Napo Pharmaceuticals recruited Dr. Darlene Horton, as the Chief Medical Officer
(“CMO”) of Napo Pharmaceuticals to support the ongoing clinical development activities for prescription products for
human health. Dr. Horton is a 25-year veteran of the biotech and pharmaceutical industry. Prior to joining Napo, she
led clinical development and regulatory strategy as CMO at Coherus Biosciences, Itero Biopharmaceuticals, and SMC
Biotechnology. As Head of Clinical and Medical Affairs at Scios, she led the clinical development program that led to
the approval of Natrecor® and was on the senior executive team when Scios was acquired by JNJ for $2.4B. At JNJ,
she co-led (with strategic marketing) the cardiovascular therapeutic area when JNJ in-licensed and began developing
the blockbuster drug Xarelto®. She also served as CEO at Nile Therapeutics and TulangCo Inc. Dr. Horton completed
her Pediatric Cardiology fellowship and Pediatrics Residency at UCSF. She holds M.D. and B.S. in Microbiology
degrees from the University of Florida.
We believe Jaguar is poised to realize a number of synergistic, value adding benefits—an expanded pipeline
of potential blockbuster human follow on indications of crofelemer, and a second generation anti secretory agent—
upon which to build global partnerships. Jaguar, through Napo, holds global unencumbered rights for crofelemer,
Mytesi, and Canalevia-CA1. Additionally, several of the drug product opportunities in Jaguar’s crofelemer pipeline
are backed by Phase 2 and proof of concept evidence from human clinical trials.
Crofelemer is a novel, first in class anti secretory agent which has a normalizing effect on electrolyte and
fluid balance while acting locally in the gut, and this mechanism of action has the potential to benefit multiple
disorders that cause gastrointestinal distress, including diarrhea and abdominal discomfort. Crofelemer is also in
development for possible follow on indications, including prophylaxis for cancer therapy related diarrhea (“CTD”);
for rare disease indications for symptomatic treatment of infants and children with CDD and for adult and pediatric
patients with SBS-IF. As mentioned above, crofelemer has received ODD for SBS in the US and in the European
Union (“EU”). Furthermore, the drug is being evaluated for management of diarrhea and abdominal discomfort in
inflammatory bowel disease (“IBD”); diarrhea-predominant irritable bowel syndrome (“IBS-D”); and for
idiopathic/functional diarrhea. A second generation proprietary anti secretory agent, NP-300 (lechlemer), is
undergoing preclinical development for symptomatic relief and treatment of diarrhea in patients with acute infection
from cholera.
Napo has a direct sales force of 8 sales representatives and a national sales director covering U.S.
geographies with the highest commercial potential. In 2019, we hired Ian Wendt, an industry veteran with a broad
range of experience that includes commercializing supportive care and HIV treatments, as Vice President of
Commercial Strategy. He was promoted to Chief Commercial Officer in 2020. With support provided by concomitant
marketing, promotional activities, patient education programs and peer education initiatives described below, we
expect continued growth in the number of patients treated with Mytesi. Mr. Wendt will lead disease state educational
initiatives that will pave the way for crofelemer’s final development for the CTD market and our commercial role for
this next important, potential indication for Mytesi. Additionally, he is leading commercialization activities for
Canalevia-CA1 in the U.S. veterinary market.
A key component of our marketing strategies for Mytesi in 2021 was focused on the transition of Mytesi
distribution to a closed network of specialty pharmacies rather than to wholesalers that resell the product to retail
pharmacies. This transition was intended to help remove access barriers for patients receiving Mytesi and includes
services such as a higher level of support for prior authorizations, appeals, adherence counseling, and home delivery
options. While patients often visit retail pharmacies for short-term or uncomplicated medical needs, specialty
pharmacies focus on serving patients with complex and chronic medical conditions like HIV. The transition to a
closed network of specialty pharmacies is expected to result in a meaningful reduction in Mytesi distribution costs and
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prepare our U.S. commercial distribution network for future indication expansion of crofelemer to other populations
of patients with complex medical needs. However, when we made the full transition on September 3, 2021, to selling
to specialty pharmacies, it resulted in an underrepresentation of actual Mytesi utilization, as wholesalers depleted their
inventory during the transition process.
The goal of Napo’s sales team is to deliver a frequent and consistent selling message to targeted, high volume
prescribers of HIV antiretroviral therapies (“ART”) and to gastroenterologists who see large numbers of HIV patients.
In 2017 we released the results of a survey of 350 people living with HIV and AIDS regarding the topic of “Talking to
Your Doctor About Symptoms.” The survey results show that diarrhea remains prevalent in those living with
HIV/AIDS, with 27% of respondents reporting that they currently have diarrhea, and 56% reporting that they have had
diarrhea in the past. Additionally, the results of a 2017 Napo sponsored survey of 271 U.S. board certified
gastroenterologists indicate that the number one GI complaint for people living with HIV/AIDS is diarrhea, and 93%
of U.S. gastroenterologists see patients with HIV/AIDS in their practice.
Key to the success of our sales representatives in growing Mytesi sales is segmenting and targeting the right
health care providers—those HIV treaters who are high prescribers of ART and those gastrointestinal doctors who see
large populations of people living with HIV/AIDS. The target list of prescribers for our sales reps includes a pool of
approximately 1,300 high volume ART prescribing HIV specialists, and gastroenterologists who see the largest
number of people living with HIV/AIDs, and we’ve strategically focused our sales force in the US geographies with
the highest potential, including San Francisco, Sacramento, Seattle, southern California, Arizona, Nevada, Florida,
New York City/Long Island, Connecticut, New Jersey, Pennsylvania, Maryland, Kansas, Texas, Missouri, Chicago,
Michigan, Atlanta, Louisiana, DC, Virginia, North Carolina, South Carolina, Indianapolis, and Ohio.
Medical education presentations led by health care providers (“HCPs”) participating in the Napo Speakers
Bureau—a group that includes HIV/AIDS treaters, infectious disease specialists, gastroenterologists, colorectal
surgeons, nurse practitioners, doctors of pharmacology, and physician assistants—focus on the prevalence and
pathophysiology of gastrointestinal consequences of HIV infection and on the latest treatment options for HIV related
diarrhea. Presentations given by patient advocate members provide information to HIV/AIDS patients about the
prevalence of diarrhea in people living with HIV/AIDS (“PLWHA”) and offer guidance about talking to HCPs
regarding diarrhea related concerns.
With the introduction of newer antiretroviral (“ARV”) drug therapies, there has been a reduction in the
severity of ARV induced diarrhea. However, a significant portion of this patient population still suffers from diarrhea
caused by HIV enteropathy, which is due to the direct and indirect effects of HIV on the intestinal mucosa. Chronic
diarrhea remains a significant complaint of PLWHA, particularly those who are older and have lived with the virus in
their gut for 10+ years. According to data from the U.S. Centers for Disease Control and Prevention, currently more
than 70% of people living with HIV are over age 50 and have lived with HIV for more than 10 years.
Napo is on many AIDS Drug Assistance Program (“ADAP”) formularies. ADAPs provide lifesaving HIV
treatments to low income, uninsured, and underinsured individuals living with HIV/AIDS in all 50 states and the
territories. The ADAP program provides Mytesi free of charge to patients who qualify and copay support for some
patients who have insurance coverage. Based on data from healthcare research firm Decision Resource Group,
approximately 86% of ADAP eligible US lives now have access to Mytesi, which is now on the ADAP formularies
for 30 states, including the four programs with the largest enrollment.
In May 2020, Napo launched a program to educate insurance companies about the benefits of Mytesi and
negotiate better access to Mytesi for commercially insured patients. We believed that our enhanced Mytesi market
access strategy engaged select payors in contracting discussions with the objective of removing barriers for patients in
order to allow them to more easily start on – and stay on – Mytesi. This initiative represented a commercial
opportunity to employ a strategic mechanism that was well-established in the U.S. pharmaceutical industry to help
patients access Mytesi.
4
Napo expanded the NapoCares Patient Support Program for Mytesi in April 2020 as part of the Company's
enhanced market access strategy. The expansion meaningfully increased co-pay support for commercially insured
patients, which also includes allowing the co-pay amount to remain the same whether a patient fills a 30-day or a
90-day prescription of Mytesi. The expansion also increased the income ceiling from two times the Federal poverty
limit to five times the Federal poverty limit for our patient assistance program, which will allow more low-income
patients to receive Mytesi at no cost. The co-pay program and patient assistance program are components of a
comprehensive suite of patient support services Napo rolled out in the second quarter of 2020 with the support of
AssistRx, a specialty therapy initiation and patient support company.
On August 2021, Napo signed a license agreement with Napo EU S.p.A. to study, develop, manufacture, and
commercialize Napo’s plant-based crofelemer and lechlemer drug product candidates in the European Union
(excluding Russia) and in specified non-EU countries in Europe for specific indications, which rights and obligations
were assumed by the combined company formed by the merger of Napo Therapeutics with Dragon SPAC (the
combined company uses the Napo Therapeutics name). Per the terms of the license agreement, Napo will receive
payment of up to $10 million as the initial license fee (to be paid in two installments, the first of which has already
been received) as the initial license fee and is eligible to receive additional payments related to milestones, royalties,
and product transfers.
In November 2021, Napo Therapeutics appointed Mr. Massimo Mineo, a veteran of the European
pharmaceutical industry for 20+ years, as general manager (the equivalent in Europe of chief executive). He has
significant experience in the field of orphan-drug development and commercialization activities and his leadership is
expected to be instrumental in the ongoing development and commercialization activities for crofelemer for the
planned SBS-IF indication in the EU. Mr. Mineo is responsible for the strategy, planning, direction, and
implementation of all Napo Therapeutics’ commercial, operational, and product development activities within Europe,
with success defined by bringing crofelemer to market for key initial target indications, beginning with SBS-IF and
CDD.
In November 2021, Napo Therapeutics announced the appointment of Annabella Amatulli as chief regulatory
officer. A recognized expert in global regulatory affairs, Ms. Amatulli is responsible for both high-level strategic
planning and hands-on support for Napo Therapeutics’ development programs and licensed products from a
regulatory perspective and serves as the primary liaison between Napo Therapeutics and European health authorities.
In January 2022, Napo Therapeutics announced the appointment of Martire Particco, MD, a physician with
30+ years of experience in Europe’s pharmaceutical industry and in clinical practice, as its CMO for the EU-related
development activities of Napo Therapeutics. Dr. Particco possesses in-depth experience in the field of orphan and
rare diseases, having been involved in the clinical development and launch of Pfizer’s pulmonary hypertension
indication for sildenafil and the clinical development of Kerdion Biopharma’s ligneous conjunctivitis indication for
plasminogen, with direct experience with patients and experts treating these rare pathologies.
In February 2022, Napo announced the completion of a third-party, investigator-initiated preclinical
enterocyte (intestinal cell) in vitro study to evaluate the effects of crofelemer on cells with certain genetic defects that
result in specific forms of CDD. Jaguar believes that these study results will support certain requests received from the
Office of Orphan Products Development at the U.S. FDA in response to the ODD application Napo filed with the
FDA for crofelemer for CDD in infants and children. The data from this study will support the rare disease business
model that Napo Therapeutics is pursuing in Europe under its exclusive license for crofelemer from Jaguar and Napo.
CDD patients have intestinal failure and morbidity resulting in a failure to thrive due to malabsorption of nutrients and
need parenteral nutrition. We believe the novel mechanism of action of crofelemer may have considerable potential to
manage the severe secretory loss of electrolytes and fluid resulting in dehydration. There are currently no therapies for
CDD except parenteral nutrition. Thus, crofelemer may reduce the associated morbidity and mortality of CDD and
lessen the need for total parenteral nutrition (“TPN”).
5
Napo has actively ensured that its intellectual property (“IP”) filings in support of the development of
crofelemer for various proposed indications are protected appropriately. The IP portfolio for crofelemer includes the
relief and treatment of HIV-associated diarrhea and chemotherapy-induced diarrhea as well as planned indications for
inflammatory diarrhea, IBS-D, CID and SBS, with all indications, Napo prioritizes IP protection. Napo currently
holds approximately 143 patents, the majority of which do not expire until 2027 - 2031, and approximately 43 patents
pending.
In October 2020, Napo initiated its pivotal Phase 3 clinical trial of crofelemer (Mytesi) for prophylaxis of
diarrhea in adult cancer patients receiving targeted therapy (OnTarget study). The Phase 3 OnTarget clinical trial is a
24-week (two 12-week stages), randomized, placebo-controlled, double-blind study to evaluate the safety and efficacy
of crofelemer in the prophylaxis of diarrhea in adult cancer patients with solid tumors receiving targeted cancer
therapy-containing treatment regimens. Patients will be randomized to receive either crofelemer or matching placebo
treatment that will start concurrently with the initiation of targeted cancer therapy regimen. The primary endpoint will
be assessed at the end of the initial (Stage I) 12-week double-blind placebo-controlled primary treatment phase after
the last patient has completed 12 weeks of treatment. After completing the Stage I treatment phase, the subjects will
have the option to remain on their assigned treatment arm and reconsent to enter into the Stage II 12-week extension
phase. The safety and efficacy of orally administered crofelemer will be evaluated for the prophylaxis of diarrhea in
adult cancer patients receiving targeted cancer therapies with or without standard chemotherapy regimens. The
assessment of the frequency of diarrhea will be measured by the average number of weekly loose and/or watery stools
for the active (crofelemer) or placebo arms over 12-week Stage I treatment period.
A significant proportion of patients undergoing cancer therapy experience diarrhea. Novel “targeted cancer
therapy” agents, such as epidermal growth factor receptor (“EGFR”) antibodies and tyrosine kinase inhibitors
(“TKIs”), with or without cycle chemotherapy agents, may activate intestinal chloride ion channel-mediated secretory
pathways leading to increased electrolyte and fluid content in the gut lumen, which results in passage of loose/watery
stools, i.e., secretory diarrhea. With increased approval of several novel targeted therapies, it is estimated that 13.6%
of cancer patients in 2020 were eligible for targeted therapies with or without standard chemotherapy regimens,
according to a paper published in April 2021 in the journal Annals of Oncology1. According to the National Cancer
Institute, in 2020, 1,806,590 new cases of cancer were diagnosed and nearly 250,000 of these newly diagnosed
patients could be eligible for available targeted therapies.
Due to the chronic dosing and toxicity associated with targeted therapies, many cancer patients on targeted
therapy require drug holidays or dose reductions in their therapy, including those due to diarrhea. By improving stool
consistency and reducing the frequency of watery stools, crofelemer is expected to provide improved adherence to the
therapeutic dosing of any targeted therapies, potentially leading to better clinical outcomes. We have learned from
business development discussions with cancer drug manufacturers that the adoption and continued use of targeted
cancer therapies is directly related to the ability of patients to tolerate these therapies—highlighting the importance of
supportive care drugs like crofelemer to help manage cancer treatment-related diarrhea in this patient population.
As previously announced, an abstract regarding patient outcomes associated with cancer-related diarrhea
(“CRD”) by Napo and Napo's collaborators was accepted for poster presentation at the American Society of Clinical
Oncology (ASCO®) Annual Meeting, which was held virtually from June 4-8, 2021. This study found that patients
with CRD were 40% more likely to discontinue the chemotherapy or targeted therapy than patients without CRD. The
persistence of index cancer therapy and time to switch were also lower for patients with CRD. Strategies to control
CRD and continue cancer therapy are urgently needed2.
In addition, two CRD-related abstracts from Napo and its collaborators were accepted for online publication
at ASCO. One of these studies found that patients with CRD used significantly more resources, including outpatient
services, ED visits, and hospitalizations. Effective prevention of CRD remains an unmet strategy to reduce the overall
1A. Haslam, M.S. Kim, V. Prasad, Updated estimates of eligibility for and response to genome-targeted oncology drugs among US cancer patients,
2006-2020
2Pablo C. Okhuysen, M.D., Lee Schwartzberg, M.D., FACP, Eric Roeland, M.D., FAAHPM, The impact of cancer-related diarrhea on changes in
cancer therapy patterns: Real world evidence
6
cost of cancer care3. Findings from the other study indicated that patients with CRD had nearly 2.9 times higher all-
cause total cost than patients without CRD after adjusting for covariates. Prevention of CRD may result in a
significant reduction in cancer-treatment cost4.
As previously announced in June 2020, the effects of crofelemer (Mytesi) were evaluated in reducing
diarrhea associated with the irreversible pan-HER TKI neratinib in female dogs. The data were presented at the
American Association for Cancer Research (“AACR”) Annual Meeting II in 2020. The results from the dog study
provide further scientific support for the evaluation of crofelemer in providing symptomatic relief of watery diarrhea
in patients receiving a targeted cancer therapy drug like neratinib with or without cycle chemotherapy, without the use
of antimotility drugs like loperamide, in future clinical studies.
The dog study was conducted without the prophylaxis or concomitant use of loperamide and demonstrated
that crofelemer caused an approximate 30% reduction in the incidence and severity of diarrhea associated with daily
oral administration of neratinib, which was statistically significant, within the 28-day period. Crofelemer also
demonstrated significant improvement in the proportion of responder dogs, and there was a trend for fewer neratinib
dose reductions in both crofelemer treatment groups when compared to the control group.
The results and finding from a clinical, third-party investigator-initiated Phase 2 study (called HALT-D)
evaluated the effectiveness of crofelemer for reduction of diarrhea in HER2 positive breast cancer patients receiving
trastuzumab, pertuzumab, and chemotherapy agents such as docetaxel or pacilitaxel with or without carboplatin. The
investigators of the HALT-D study, sponsored by Georgetown University and funded by Genentech, a member of the
Roche Group, were presented at the San Antonio Breast Cancer Symposium on December 10, 2021. It has been
reported that these pertuzumab-containing regimens cause diarrhea in up to 80% of breast cancer patients and
approximately 8 to 12% of patients reach grade 3, which often requires hospitalization. No antidiarrheal medications
are currently approved that specifically target the underlying mechanism of CID associated with pertuzumab-
containing regimens. Recent studies have shown that EGFR inhibitors cause increased chloride secretion into the
lumen of the gut and Crofelemer through its unique and novel mechanism of reducing the chloride-secretory actions
of the cystic fibrosis transmembrane conductance regulator (“CFTR”) and calcium-activated chloride channels
(CaCC), was considered to be mechanistically- and physiologically-appropriate for reducing the loss of electrolyte and
fluid in breast cancer patients receiving this regimen.
The Principal Investigator (“PI”), Paula Pohlmann, MD, PhD, Associated Professor at the University of
Texas MD Anderson Cancer Center and formerly from Georgetown University, reported the results of the HALT-D
study. This clinical study evaluated 51 breast cancer patients that were eligible to receive at least three cycles of
pertuzumab-containing regimen with chemotherapy that were randomly assigned to either crofelemer in cycles 1 and
2 or the control group, in which patients received standard of care. Breakthrough anti-diarrheal medicines (“BAM”)
were permitted but not given prophylactically. Findings showed that the primary endpoint, the incidence of diarrhea
for at least two consecutive days, was not statistically different for the two groups. However, crofelemer patients
demonstrated significantly better outcomes compared to control group patients across a number of key secondary
endpoints including reductions in the incidence and severity of diarrhea in cycle 2 based on Investigator and Patient
Reported Outcomes (“PRO”) (see Jaguar Health's November 19, 2021 press release). In the presentation, additional
findings were reported that showed that CID occurred significantly lesser (by 23%) in the crofelemer group during
cycle 1 and crofelemer patients were 1.8 times more likely than control patients to have their diarrhea resolved. These
data provide concordance to the planned primary endpoint in Napo’s ongoing phase 3 OnTarget study.
Dr. Pohlmann commented that the HALT-D study showed benefits of crofelemer across a range of important
diarrhea-related measures, including its incidence, severity and probability of resolving and that the lack of difference
in the primary endpoint was because about 70% of the patients in both groups would have at least two consecutive
days of diarrhea regardless of cycle or CID treatment group. The incidence of two consecutive days of diarrhea is
3Lee Schwartzberg, M.D., FACP, Eric Roeland, M.D., FAAHPM, Pablo C. Okhuysen, M.D., Characterizing unplanned resource utilization
associated with cancer-related diarrhea
4Eric Roeland, M.D., FAAHPM, Pablo C. Okhuysen, M.D., Lee Schwartzberg, M.D., FACP, Healthcare utilization and costs associated with cancer-
related diarrhea
7
typical in cancer patient experiences from receiving chemotherapy regimens and is thus not clinically relevant as it
does not differentiate the severity nor duration of CID among treatment groups. Dr. Pohlmann also commented that
the secondary endpoints provided a more relevant assessment of CID, which may guide future studies that address this
significant comorbidity in cancer patients receiving such regimens.
Napo is also continuing to conduct preclinical and formulation activities to support the evaluation of its
second generation, plant-based oral prescription drug product, NP-300 (lechlemer), for its planned evaluation in the
symptomatic treatment of diarrhea associated with acute infections including that from Vibrio cholerae. Cholera
produces a devastating loss of electrolytes and fluid in patients and without appropriate reduction in loss of fluid and
electrolytes, patients experience significant hospitalization and mortality. Lechlemer provides the opportunity to treat
cholera patients in combination with oral rehydration salts (“ORS”) and the recommended guidelines from the World
Health Organization (“WHO”) for the use of appropriate antibiotics to reduce the burden of the pathogen. Appropriate
preclinical toxicity studies and formulation development activities are ongoing to support the conduct of clinical
studies with lechlemer.
As previously mentioned, Napo completed 7-day and 28-day preclinical toxicology and safety studies in rats
and dogs with lechlemer (NP-300) following repeated daily oral dosing. Napo received partial support for preclinical
services from the National Institute of Allergy and Infectious Diseases (“NIAID”) of the National Institutes of Health,
and Napo is grateful for their partial support of lechlemer’s development.
Napo is currently conducting additional, prerequisite IND-enabling toxicity studies and also developing
appropriate oral solid dosage forms to allow the clinical evaluation of lechlemer. The Company plans to provide
appropriate regulatory documents by end of the second quarter of 2022 to support the initiation of first-in-human
(“FIH”) evaluation in the third quarter of 2022.
Cholera is an acute diarrheal illness caused by infection of the intestine with the bacterium Vibrio cholerae.
According to the Centers for Disease Control and Prevention of the U.S. Department of Health & Human Services, an
estimated 3 5 million cholera cases and more than 100,000 cholera-related deaths occur each year around the world.
The infection is often mild or without symptoms but can sometimes be severe. Approximately one in 10 of infected
persons will have severe disease characterized by profuse watery diarrhea, vomiting, and leg cramps. In these people,
rapid loss of body fluids leads to dehydration and shock. Without treatment, death can occur within hours. The largest
cholera outbreak in recorded history recently occurred in Yemen. According to Oxfam, the number of cholera cases in
Yemen in 2019 was the second largest ever recorded in a country in a single year, surpassed only by the numbers in
Yemen in 2017. According to the Brookings Institution, cholera continues to spread in Yemen, with 180,000 new
cases reported in the first eight months of 2020.
We expect that lechlemer will be significantly less expensive and would support development efforts to
receive a tropical disease priority review voucher from the FDA for an indication for the symptomatic treatment of
diarrhea from acute infections such as cholera. Priority review vouchers are granted by the FDA as an incentive to
develop treatments for neglected diseases and rare pediatric diseases. Priority review vouchers are transferable and, in
past transactions by other companies, have sold for prices ranging from $60 million to $350 million. Additionally, we
believe lechlemer may provide a long-term pipeline opportunity as a second-generation anti-secretory agent for
multiple gastrointestinal diseases—especially in resource-constrained countries.
Napo received advice from the Division of Anti-Infectives at the U.S. FDA in September 2021 as part of the
pre-investigational New Drug Application (“Pre-IND”) discussion. Napo plans to include the advice in its plans for
the Phase 1 clinical trial in healthy volunteers, currently planned the second half of 2022. The NP-300 (lechlemer)
program is paired with funding from a promissory note related to the potential future sale of a possible TDPRV.
As previously announced, the Company also launched the Entheogen Therapeutics (“ETI”) initiative to
support the discovery and development of novel, natural medicines derived from psychoactive and psychedelic plant
compounds for treatment of mood disorders, neuro-degenerative diseases, addiction, and other mental health
disorders. The initiative is initially focused on plants with the potential to treat depression and leverages Napo’s
proprietary library of approximately 2,300 plants with medicinal properties. According to statistics available from the
8
National Institute of Mental Health Disorders, part of the National Institutes of Health, approximately 9.5% of
American adults ages 18 and over will suffer from a depressive illness (major depression, bipolar disorder, or
dysthymia) each year.
Field research collaborations have been conducted in the past by members of the scientific strategy team
(“SST”) of Jaguar’s predecessor company Shaman Pharmaceuticals, who are also members of the ETI SST, yielded
possible applications for a compound called alstonine. Alstonine is derived from a plant used by traditional healers in
Nigeria, and has demonstrated a potential novel mechanism of action for the treatment of difficult to manage
conditions such as schizophrenia.
The ETI SST consists of leading and globally renowned ethnobotanists, physicians, and pharmacologists as
well as experts in the fields of natural product chemistry and neuropharmacology. We believe the wealth of expertise,
experience, and commitment of the ETI SST—comprised of multiple members of the original SST that contributed to
development of Jaguar's proprietary library of approximately 2,300 plants—will play an instrumental role in
advancing our shared initial goal of identifying plants in our library that may have the potential to treat mood
disorders and neurodegenerative diseases, such as Alzheimer's disease, Parkinson's disease, and amyotrophic sclerosis.
Mood disorders and neurodegenerative diseases affect hundreds of millions of people around the globe and represent
classic unmet medical needs.
While Napo and Jaguar remain steadfastly focused on the commercial success of Mytesi and Canalevia-CA1,
respectively, and on the development of potential crofelemer follow-on indications in the area of gastrointestinal
treatments, the Company believes the same competencies and multi-disciplinary scientific strategy that led to the
development of crofelemer will support collaborative efforts with potential partners to develop novel first-in-class
prescription medicines derived from psychoactive plants.
Our management team has significant experience in gastrointestinal product development for both humans
and animals. Napo was founded 32 years ago to perform drug discovery and development by leveraging the
knowledge of traditional healers working in rainforest areas. Ten members of the Jaguar and Napo team have been
together for more than 15 years. Dr. Steven King, our chief sustainable supply, ethnobotanical research and
intellectual property officer, and Lisa Conte, our founder, president and CEO, have worked together for more than 30
years. We have buttressed the early founding team with the expertise and experiences of team members like
Dr. Darlene Horton and Dr. Karen Brunke to support the continued development and commercialization activities of
the Napo and Jaguar family. We have assembled an impressive group of scientific advisory board (SAB) members
that work closely with the Chair of Jaguar’s Scientific Advisory Board, Dr. Pravin Chaturvedi, who also serves as the
Chief Scientific Officer (“CSO”) of Jaguar. Together, these dedicated personnel successfully transformed crofelemer,
which is extracted from trees growing in the rainforest, to Mytesi and Canalevia-CA1, which are natural, sustainably
harvested, FDA-approved drugs.
As announced in February 2020, the American Botanical Council named Napo the recipient of the 2019
Varro E. Tyler Commercial Investment in Phytomedicinal Research Award in recognition of Napo’s ongoing
commitment to the sustainable development and production of natural therapeutic preparations. Specifically, this
award acknowledges the successful development and approval of crofelemer, which is derived from the medicinal
Croton lechleri tree in the Amazon rainforest. Previous recipients of this award include Jaguar’s partner, Italy based
Indena S.p.A., one of the world’s largest producers of clinically-tested botanical extracts for the food, dietary
supplement, cosmetic, and pharmaceutical markets.
Pipeline within a product—crofelemer
Crofelemer is currently being evaluated for the prophylaxis of CTD in adult patients receiving targeted
therapy. As announced in October 2020, Napo has initiated its pivotal Phase 3 clinical trial of crofelemer (Mytesi) for
prophylaxis of diarrhea in adult cancer patients receiving targeted therapy (OnTarget study). A significant proportion
of patients undergoing cancer therapy experience diarrhea. Novel targeted cancer therapy agents, such as epidermal
growth factor receptor antibodies and tyrosine kinase inhibitors, with or without cycle chemotherapy agents, may
9
activate intestinal chloride secretory pathways leading to increased chloride secretion into the gut lumen, coupled with
significant loss of water that would result in secretory diarrhea.
According to data appearing in “Treatment Guidelines for CID” (chemotherapy induced diarrhea) in the
April 2004 issue of Gastroenterology and Endoscopy News, diarrhea is the most common adverse event reported in
chemotherapy patients. Approved third-party supportive care products for chemotherapy induced nausea and vomiting
(“CINV”) include Sustol, Aloxi, Akynzeo and Sancuso. According to a report published by Allied Market Research,
the global CINV market was valued at $1.66 billion in 2015 and is estimated to reach $2.66 billion by 2022.
Diarrhea has been reported as the most common side effect of the recently approved CDK 4/6 inhibitor
abemaciclib and the pan HER TKI neratinib, with occurrence ranging from 86% to >95% and grade 3 over 40%, in
published studies. Diarrhea in this patient population has the potential to cause dehydration, potential infections, and
non-adherence to treatment. A novel antidiarrheal like crofelemer may hold promise for treating secretory diarrhea—
and therefore also support long term cancer treatment adherence—in this population.
Napo has previously received orphan drug designation from the FDA for adult and/or pediatric SBS. The
Orphan Drug Act provides for granting special status to a drug or biological product to treat a rare disease or condition
upon request of a sponsor. Orphan drug designation qualifies the sponsor of the drug for various development
incentives, including extended exclusivity, tax credits for qualified clinical testing, and relief of filing fees. As
mentioned above, Napo Therapeutics has licensed the rights for the orphan and rare diseases associated with SBS and
CDD with IF.
Napo Therapeutics expects that an IIT in pediatric patients with CDD will study crofelemer in the second
half of 2022. This study will be initiated in the Middle East/North Africa (“MENA”) region with sites that treat infants
and children with CDD and SBS with IF.
CDD is a group of rare, chronic intestinal channel diseases, with onset in early infancy, that are characterized
by severe, lifelong diarrhea and a lifelong need for nutritional intake either parenterally or with a feeding tube. CDD is
related to specific genetic defects inherited as autosomal recessive traits. The incidence of CDD is prevalent in regions
where consanguineous marriage (related by blood) is part of the culture. CDD is directly associated with serious
secondary conditions including dehydration, metabolic acidosis, and failure to thrive, prompting the need for
immediate therapy to prevent death and limit lifelong disability. A recent preclinical study shows that crofelemer
reduces the chloride secretion in intestinal cells derived from patients with CDD and these preclinical results provide
additional support and rationale for the use of crofelemer in treating patients with CDD and/or SBS with IF.
As previously announced (in 2019), a clinical research study sponsored by The University of Texas Health
Science Center at Houston (“UTHealth”) is being supported by Napo. This study evaluates the safety and
effectiveness of crofelemer for treatment of chronic idiopathic diarrhea in patients. Chronic idiopathic diarrhea is a
common complaint of patients presenting to family practitioners and internists and is one of the most common reasons
for referral to gastroenterologists. It is estimated that the prevalence of chronic idiopathic diarrhea in developed
countries (including the U.S.) is approximately 3-5%. It has a significant negative effect on health-related quality of
life and causes a high economic burden on patients and society. The American Gastroenterological Association
Burden of Illness study (2012) showed that the estimated annual direct and indirect costs associated with chronic
idiopathic diarrhea is up to $524 million per year and $136 million per year, respectively. The principal investigator
for this study is Dr. Brooks D. Cash, MD, AGAF, FACG, FACP, FASGE, Chief – Division of Gastroenterology,
Hepatology and Nutrition, Sterling Professor of Medicine, McGovern Medical School at UTHealth, Co-Director,
Ertan Digestive Disease Center at Memorial Hermann-Texas Medical Center. The Study is titled Yield of Diagnostic
Tests and Management of Crofelemer for Chronic Idiopathic Diarrhea in Non-HIV Patients.
10
Crofelemer is also being evaluated in another investigator-initiated trial for the management of functional
diarrhea in non-HIV patients. The principal investigator for this clinical study is Dr. Anthony Lembo, Professor,
Gastroenterology, Beth Israel Deaconess Medical Center, Harvard Medical School, Boston, MA. This clinical study
is a randomized double-blind, placebo-controlled study in adult subjects with functional diarrhea. Eligible patients
will have functional diarrhea defined by Rome IV criteria as >25% loose watery stools and <25% hard/lumpy stools.
The study plans to randomize 80 patients and the subjects will be randomized 1:1 for 4 weeks to either the placebo or
crofelemer 125 mg delayed-release tablets (Mytesi) arm, administered twice daily for 4 weeks. Following the four-
week placebo-controlled period, all subjects will receive Mytesi for an additional four weeks in an open label
extension phase. The safety and tolerability of crofelemer and the clinical response during the placebo-controlled
period will be evaluated in this study. Subjects will be allowed to use limited amounts of an antimotility drug
(loperamide) during the placebo-controlled and open-label extension phase to manage uncontrolled diarrhea.
However, no more than 11 doses of 2 mg loperamide will be permitted during any given week per subject.
Jaguar’s and Napo’s portfolio development strategy involves meeting with Key Opinion Leaders (“KOLs”)
to identify indications that are potentially high value because they address important medical needs that are
significantly or globally unmet, obtain input on protocol practicality and protocol generation, and then strategically
sequencing indication development priorities, second generation product pipeline development, and partnering goals
on a global basis.
Mytesi is the only antidiarrheal drug that has been approved by the US FDA for the treatment of chronic,
noninfectious diarrhea in adult HIV/AIDS patients receiving ART. This approval was on the basis of the drug’s safety
and efficacy in reducing the number of weekly and daily watery stools in patients and improvement of stool
consistency, from unformed to formed stools, over a 24-week treatment period.
Unlike other available diarrhea treatments, crofelemer does not act by inhibiting intestinal motility. It has
minimal oral absorption and does not have any clinically significant food or drug interactions, thereby allowing
patients to maintain their appropriate dosing of treatment to suppress their viral load and maintain adequate CD4
levels in PLWHA. Crofelemer is also the only approved antidiarrheal drug that is approved for chronic use.
Moreover, it is not an opioid, like other traditionally used treatments, thus avoiding both the acute side effect of
constipation and the potential for abuse.
Napo’s Scientific Advisory Board has focused primarily on physician education, and community and global
awareness regarding the importance and availability of solutions for neglected comorbidities, such as the first in class
anti secretory mechanism of action of Mytesi for its currently approved indication.
There are significant barriers to entry for Mytesi (crofelemer). Through Napo, we hold an extensive global
patent portfolio. At the present time, we hold approximately 143 issued worldwide patents, with coverage in many
cases that extends until 2031. These issued patents cover multiple indications, including HIV AIDS diarrhea, irritable
bowel syndrome (“IBS”), IBD, manufacturing, enteric protection from gastric juices, among others. We also have
approximately 43 pending patent applications worldwide in the human health areas that are being prosecuted.
Mytesi is the first oral drug approved under the FDA’s Botanical Guidance, which provides another barrier to
entry from potential generic competition. The FDA requires that the manufacturer of crofelemer use a validated
proprietary bioassay to release the drug substance and drug product of Mytesi. While most generic products are
fashioned to meet chemical release specifications that are in the public domain, the specifics of this assay are not
publicly available. There is no pathway by which a generic product can be developed for a drug approved under
botanical guidance. In addition, Mytesi is minimally absorbed systemically, so the classic approach of creating a
generic drug by matching pharmacokinetic blood levels is not possible. A generic player would have to conduct costly
and risky clinical trials.
While Jaguar’s commercial and development efforts have evolved to focus primarily on Mytesi and human
pipeline indications since its merger with Napo, the Company has commenced launch initiatives related to Canalevia-
CA1, our drug product which received conditional approval in December 2021 for treatment of CID in dogs. CID in
dogs is typically caused by the same mechanism of action as in humans, and hence the work in dogs serves as a
11
preclinical proof of concept for the diarrhea in humans that is related to targeted cancer therapy. CID is an interesting
model for human medical need and is being pursued as a prescription indication for animal health. We believe there is
an important unmet medical need for the treatment of CID in dogs. Certain cancer treatment agents provided to dogs
are human drugs or have the same mechanism of action as human cancer drugs, and these agents and mechanisms of
action often have meaningful rates of diarrhea in humans as well.
As previously announced, Jaguar has received MUMS designation status from the FDA for Canalevia-CA1
for the indication of CID in dogs. MUMS designation is modeled on the orphan drug designation for human drug
development and offers possible financial incentives to encourage MUMS drug development, such as the availability
of grants to help with the cost of developing the MUMS drug.
For Jaguar Animal Health’s second proposed indication for Canalevia, exercise induced diarrhea (“EID”) in
dogs, the Company is leveraging the use of many of the same major technical sections that have been submitted in
support of the Company's application for Canalevia-CA1 for the indication of CID in dogs. Conditional approval of
Canalevia for EID, under the name Canalevia-CA2, is expected in the fourth quarter of 2022.
Crofelemer is extracted and purified from the Croton lechleri tree, which we sustainably harvest and manage
through programs that we have been developing over the past 30 years. This process has involved working with local
and indigenous communities to plant trees, obtaining permits for export, and creating a supply network that is robust
and reliable.
Our team continues to have relationships with partners that we began working with in the 1990s.
Additionally, through the establishment of a nonprofit called the Healing Forest Conservancy, our team has created a
long term mechanism for benefit sharing that recognizes the intellectual contribution of Indigenous populations. This
program is intended to contribute to the continued strength and effectiveness of the valued and strategically important
relationships we have carefully cultivated over the past 30+ years.
Product Pipeline
In addition to our Mytesi (crofelemer) product that is approved by the U.S. FDA for the symptomatic relief
of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy, we are also developing a pipeline of
prescription drug product candidates to address unmet needs in gastrointestinal health through Napo. Mytesi
(crofelemer) is a novel, first in class anti secretory agent which has a basic normalizing effect locally in the gut and
lumen, and this mechanism of action has the potential to benefit multiple disorders. Clinical trials demonstrated that
nearly 80% of Mytesi users experienced an improvement in their diarrhea over a four week period. At week 20 of the
pivotal trial, over half the patients had no watery stools, or a 100% decrease, and 83% had at least a 50% decrease in
watery stools. Our Mytesi pipeline currently includes prescription drug product candidates for four follow on
indications, several of which are backed by Phase 2 evidence from completed Phase 2 trials. In addition, a second
generation proprietary anti secretory agent, lechlemer, is in development for cholera-related diarrhea.
12
Napo Prescription Drug Product Candidates
Product
Candidates
Mytesi . . . . . . . . .
Indication
CTD
Current
Phase of
Development
Phase 3
Anticipated
Near-Term
Milestones*
• Enrollment in
Phase 3 trial
ongoing
•
Completed Milestones
Initiated pivotal Phase 3
clinical trial in
October 2020
• Findings of Phase 2
HALT-D study presented
in Q4 2021
Novel lyophilized
crofelemer
product . . . . . .
Rare disease
indications (SBS &
CDD)
• Orphan drug designation
for SBS granted by FDA
and EMA
Phase 2
•
Initiate Phase 2
proof of concept
(POC) study in
SBS and/or CDD
in 2022
Mytesi . . . . . . . . .
IBS-D
• Two Phase 2 studies
Phase 2
completed
Mytesi . . . . . . . . . Chronic idiopathic
diarrhea
Mytesi . . . . . . . . . Functional diarrhea
Mytesi
IBD
NP-300
(lechlemer)
Second-generation
antidiarrheal drug for
infectious diarrhea
including from
cholera
*Clinical trials are funding dependent
•
Initiated clinical study at
The University of Texas
Health Science Center at
Houston (“UTH”)
Initiated clinical study at
Beth Israel Deaconess
Medical Center, Harvard
Medical School, Boston
• Safety evidence from other
•
chronic diarrhea
indications
• Ongoing IND-enabling
toxicology studies and
formulation development
Phase 2
• Potential business
development
opportunities
• Top line results of
UTH trial expected
in 2022
Phase 2
• Enrollment
ongoing
Phase 2
• KOL discussions
ongoing
Pre IND
•
Initiate Phase 1
trial in the second
half of 2022
Estimated Size of Mytesi Target Markets
We believe the medical need for Mytesi is significant, compelling, and unmet, and that doctors are looking
for a drug product with a mechanism of action that is distinct from the options currently available to resolve diarrhea.
A growing percentage of HIV patients have lived with the virus in their gut for 10+ years, often causing gut
enteropathy and chronic or chronic episodic diarrhea. According to data from the U.S. Centers for Disease Control
and Prevention, by 2020 more than 70% of Americans with HIV are expected to be 50 and older and have lived with
HIV for more than 10 years (1).
13
Market
HIV-related Diarrhea . . . . . . . . . . . . . . .
Competition
None
CTD . . . . . . . . . . . . . . . . . . . . . . . . . . . .
None
SBS/CDD . . . . . . . . . . . . . . . . . . . . . . . .
IBS-D . . . . . . . . . . . . . . . . . . . . . . . . . . .
IBD
Infectious Diarrhea from Cholera
1
3
None
None
Market Size/Potential
We estimate the U.S. market revenue potential for
Mytesi to be approximately $50 million in gross
annual sales
An estimated 650,000 U.S. cancer patients receive
chemotherapy in an outpatient oncology clinic(2).
Comparable supportive care (i.e., CINV) product
sales of ~$620 million in 2013(3). Global CINV
market projected to reach a valuation of $2.7 billion
by 2022(4)
Financial benefits of Orphan Drug Designation. The
global SBS market exceeded $568 million in 2019
and is expected to reach $4.6 billion by 2027,
according to a report by Vision Research Reports(5)
Most IBS products have an estimated revenue
potential of greater than $1.0 billion(6)
Estimated 1,171,000 Americans have IBD(7)
In recent transactions by other companies, priority
review vouchers have sold for $67 million to $350
million(8)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
HIV Among People Aged 50 and Older (https://www.cdc.gov/hiv/group/age/olderamericans/index.html)
Centers for Disease Control and Prevention. Preventing Infections in Cancer Patients: Information for Health
Care Providers (cdc.gov/cancer/prevent infections/providers.htm)
Heron Therapeutics, Inc. Form 10 K for the fiscal year ended December 31, 2016
Report published by Allied Market Research, titled, "Chemotherapy-induced Nausea and Vomiting (CINV)
Market-Global Opportunity Analysis and Industry Forecast, 2014-2022”
(https://www.prnewswire.com/news-releases/chemotherapy-induced-nausea-and-vomiting-cinv-market-
expected-to-reach-2659-million-by-2022-611755395.html)
Short Bowel Syndrome Market – Global Industry Analysis, Size, Share, Trends, Revenue, Forecast 2020 to
2027 (https://www.mynewsdesk.com/us/medical-technology-news/pressreleases/short-bowel-syndrome-
market-global-industry-analysis-size-share-trends-revenue-forecast-2020-to-2027-3069433)
Merrill Lynch forecasts peak US sales of roughly $1.5 bn for Ironwood’s Linzess
(https://247wallst.com/healthcare-business/2015/04/27/key-analyst-sees-nearly-30-upside-in-ironwood/);
Rodman & Renshaw estimate peak annual sales of Synergy Pharmaceuticals’ Trulance at $2.3 bn in 2021
(https://www.benzinga.com/analyst-ratings/analyst-color/17/04/9304883/what-synergys-new-patents-mean-
for-its-commercial-prospe)
Kappelman, M. et al. Recent Trends in the Prevalence of Crohn’s Disease and Ulcerative Colitis in a
Commercially Insured US Population. Dig Dis Sci. 2013 Feb; 58(2): 519 525
In Aug. 2015, AbbVie Inc. bought a priority review voucher from United Therapeutics Corp for $350 million
(https://www.wsj.com/articles/united-therapeutics-sells-priority-review-voucher-to-abbvie-
for-350-million-1439981104 ). In July 2014, BioMarin announced that it had sold a priority review voucher
to Sanofi and Regeneron for $67.5 million. (https://investors.biomarin.com/2014-07-30-BioMarin-Sells-
Priority-Review-Voucher-for-67-5-Million).
14
The following diagram illustrates the mechanism of action of our human and animal gastrointestinal drug
products and drug product candidates, which normalize chloride and water flow and transit time of fluids within the
intestinal lumen.
Business Strategy
Our goal is to become a leading pharmaceutical company with first in class, sustainably derived products that
address significant unmet gastrointestinal medical needs globally. To accomplish this goal, we plan to:
Expand Mytesi by leveraging our significant gastrointestinal product knowledge, experience and intellectual
property portfolio
Mytesi is a novel, first in class anti secretory antidiarrheal agent which has a basic normalizing effect locally
on the gut, and this mechanism of action has the potential to benefit multiple gastrointestinal disorders. Our Mytesi
(crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy. Jaguar, through Napo, holds global unencumbered rights for Mytesi. Mytesi is in
development for multiple possible follow on indications, including diarrhea related to targeted cancer therapy; orphan
drug indications for infants and children with congenital diarrheal disorders and short bowel syndrome; inflammatory
bowel disease; irritable bowel syndrome; and for idiopathic/functional diarrhea. In addition, a second generation
proprietary anti secretory agent is in development for cholera.
Our management team collectively has extensive experience in the development of prescription drugs. This
experience covers all aspects of product development, including discovery, preclinical and clinical development, GMP
manufacturing, regulatory affairs, and commercialization. Key members of this team successfully developed Mytesi.
Maintain commercial capabilities in Mytesi sales and marketing efforts
Napo’s direct sales organization is comprised of Mytesi field sales representatives strategically positioned to
cover U.S. geographies with the highest potential. With support provided by concomitant marketing, promotional
activities, patient empowerment programs, including an integrated social digital campaign, and medical education
initiatives described below, we expect a proportional response in the number of patients treated with Mytesi.
Leverage our relationships with Scientific Advisory Board (SAB) members for crofelemer commercialization and
development in follow on indications
The Company has retained 10 SAB members that have extensive clinical experience in HIV, CTD, IBD,
SBS, and CDD. In addition, the Company engages key opinion leaders (KOLs) for specific turnkey needs.
15
Establish partnerships to support moving pipeline indications to pivotal clinical trials
Jaguar is actively pursuing the development of a robust pipeline of potential follow on indications for
crofelemer, and the Company’s goal is to establish partnerships to support moving pipeline indications to pivotal
clinical trials.
Strategically sequence the development of follow on indications of Mytesi and seek geographically focused
licensing opportunities
As announced September 24, 2018, Jaguar and Knight Therapeutics Inc. (“Knight”) entered into a
Distribution, License and Supply Agreement that grants Knight the exclusive right to commercialize Mytesi and
related products in Canada and Israel. The License Agreement has a term of 15 years (with automatic renewals) and
provides Knight with an exclusive right to commercialize current and future Jaguar human health products (including
crofelemer, Lechlemer, and any product containing a proanthocyanidin or with an anti-secretory mechanism) in
Canada and Israel. Knight forfeited its right of first negotiation for expansion to Latin America. Under the License
Agreement, Knight is responsible for applying for and obtaining necessary regulatory approvals in the territory of
Canada and Israel, as well as marketing, sales and distribution of the licensed products. Knight will pay a transfer
price for all licensed products, and upon achievement of certain regulatory and sales milestones, the Company may
receive payments from Knight in an aggregate amount of up to approximately $18 million payable throughout the
initial 15-year term of the agreement. The Company did not have any license revenues since the execution of this
agreement.
Although it is possible that we may enter into additional corporate partnering relationships related to Mytesi,
our intention would be to retain all or co commercialization and promotional rights in the U.S., so that we do not
become primarily a royalty collecting organization, and we are opposed to entering into any Mytesi partnering
relationship that would require splitting indications. We are seeking to put limited geographically focused partnerships
in place in the near term, while also considering possibilities for a worldwide partnership with a leading global entity
(excluding the U.S. exclusive commercial rights) in the field of gastrointestinal care and cancer in the long term.
Reduce risks relating to product development
Risk reduction is a key focus of our product development planning. Mytesi is approved for chronic
indication, providing us the ability to leverage this corresponding safety data when seeking approval for planned
follow on indications that are also chronic or chronic episodic indications. In an effort to reduce risk further, we have
implemented the following approach: first, we meet with key opinion leaders, typically at medical conferences. Next,
we confirm unmet medical needs with these key opinion leaders and discuss the practicality of patient enrollment and
trial implementation. We then generate protocols to discuss with the FDA, seeking, when possible, special protocol
assessments. Our goal is to have de risked the program as much as we believe we possibly can, by the time we start
devoting significant funds to a clinical trial, in particular the regulatory pathway. We believe this approach will lead to
better long-term outcomes for our products in development.
We will continue to seek partnerships outside the United States for the above indications while focusing on
development and commercial access in the United States directly. We are also focused on investigating (lechlemer)
for various gastrointestinal indications. Lechlemer is a proprietary Jaguar pharmaceutical product, a standardized
botanical extract distinct from crofelemer, also sustainably derived from the Croton lechleri tree.
We believe lechlemer, which has a similar mechanism of action as crofelemer and is significantly less costly
to produce, may support efforts to receive a priority review voucher from the U.S. FDA for symptomatic treatment of
diarrhea from cholera infection. Priority review vouchers are granted by the FDA to drug developers for tropical
disease indications (TDPRV) as an incentive to develop treatments for neglected diseases and rare pediatric diseases.
Additionally, we believe lechlemer represents a long-term pipeline opportunity as a second generation anti secretory
agent, on a global basis, for multiple gastrointestinal diseases—especially in resource constrained countries where the
cost of goods is a factor, in part, because requirements often exist in such regions for drug prices to decrease annually.
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The Company has previously presented Phase 2 data on crofelemer for the treatment of diarrhea in cholera
patients from a study in Bangladesh. Napo plans to follow a similar clinical study design to support the development
of lechlemer (NP-300) for a cholera related indication.
Napo is conducting IND-enabling preclinical toxicology studies and developing novel NP-300 formulations
that will support the initiation of clinical studies in 2022.
Our portfolio development strategy is based on identifying indications that are potentially high value because
they address important medical needs that are significantly or globally unmet, and then strategically sequencing
indication development priorities, second generation product pipeline development, and partnering goals on a global
basis.
Our technology for proprietary gastrointestinal disease products is central to the product pipelines of both
human and veterinary indications. Crofelemer is also the API in Canalevia-CA1, our prescription drug product
recently conditionally approved by the FDA and launched for CID in dogs, and also expected to be approved and
launched, under the name Canalevia-CA2, for EID in dogs in the fourth quarter of 2022.
Napo Therapeutics Provides New Opportunities to Treat Orphan Indications Like Short Bowel Syndrome
Jaguar is strategically pursuing multiple important shots on goal for its drug development pipeline:
Crofelemer for CTD, led by Napo, and crofelemer for SBS and CDD, led by Napo Therapeutics. Jaguar’s exclusive
license agreement with Napo Therapeutics provides a perpetual, royalty-bearing license for Europe (excluding
Russia), and includes traditional terms such as up-front fees, milestone payments, royalties on sales in Europe, and a
supply agreement, and rights to utilized all data Napo Therapeutics generates for Jaguar development and approval
activities globally.
Competition
There are several significantly larger pharmaceutical companies competing with us in the gastrointestinal
segment.
Diarrhea in adult patients living with HIV/AIDs. We are not aware of any other FDA approved drugs for the
symptomatic relief of diarrhea in HIV/AIDs patients. HIV/AIDs diarrhea patients may also use loperamide or Lomotil
but these medications affect motility which can result in rebound diarrhea and are not indicated for chronic use. Other
agents’ patients may use include over the counter anti diarrheal remedies such as Mylanta or Kaopectate.
Cancer therapy related diarrhea. We are not aware of any FDA approved drugs specifically indicated for
cancer therapy related diarrhea, including chemotherapy related diarrhea. A recent Phase 2b trial of elsiglutide for the
treatment of chemotherapy induced diarrhea in colorectal cancer patients did not meet statistical significance. Opioids
and over the counter drugs are commonly used to treat chemotherapy induced diarrhea, but these drugs affect motility.
Certain tyrosine kinase inhibitor chemotherapy agents have diarrhea as a significant side effect. For example, FDA
guidance suggests diarrhea prophylaxis prior to initiating adjuvant therapy with neratinib.
Short Bowel Syndrome and Congenital Diarrheal Disorders. We are not aware of any FDA approved drugs
specifically indicated for congenital diarrheal disorders. In the U.S., Takeda Pharmaceuticals’ GATTEX®
(teduglutide) is indicated for the treatment of adults and pediatric patients 1 year of age and older with short bowel
syndrome who are dependent on parenteral support, and Zorbtive® is a recombinant human growth hormone
indicated for the treatment of short bowel syndrome in adult patients receiving specialized nutritional support.
Diarrhea predominant irritable bowel syndrome. Two drugs were approved in 2015 for the treatment of
diarrhea predominant irritable bowel syndrome, Allergan plc’s Virbezi and Xifaxan, which is marketed by Valeant
Pharmaceuticals International. Also, Lotronex was approved by the FDA in 2000 but was withdrawn from the market
and later reintroduced in 2002 under a Risk Management Program. With the exception of Lotronex, the sponsors of
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Verbezi and Xifaxan employ extensive media and print promotion for the commercialization of these products. We
are seeking a partner to further the clinical development and commercialization of crofelemer for IBS-D. There are
currently numerous trials ongoing for IBS-D.
Inflammatory Bowel Disorders. We are not aware of any FDA approved drugs specifically indicated as an
anti-secretory agent for use to address IBD.
Infectious Diarrhea from Cholera. We are not aware of any FDA approved drugs specifically indicated as an
anti-secretory agent for use to address the devastating dehydration in cholera patients.
Manufacturing
The plant material used to manufacture is crude plant latex (“CPL”) extracted and purified from Croton
lechleri, a widespread and naturally regenerating tree in the rainforest that is managed as part of sustainable harvesting
programs. The tree is found in several South American countries and has been the focus of long term sustainable
harvesting research and development work. Napo’s collaborating suppliers obtain CPL and arrange for the shipment
of CPL to Napo’s third party contract manufacturer.
Napo’s third party contract manufacturer, India based Glenmark Life Sciences Ltd. (“Glenmark”), a research
driven, global, integrated pharmaceutical company, is Napo’s manufacturer of crofelemer, the active pharmaceutical
ingredient in Mytesi. Glenmark processes CPL into crofelemer utilizing a proprietary manufacturing process. The
processing occurs at an FDA approved Glenmark facility. Additionally, Napo is establishing a second processing site,
which will be operated by Indena S.p.A. (“Indena”), a Milan, Italy based contract manufacturer dedicated to the
identification, development and production of high quality active principles derived from plants, for use in the
pharmaceutical, health food and personal care industries. Indena has completed the required technology transfer and
feasibility and preparing for validation activities to support commercial scale manufacturing.
We have contracts in place with all the manufacturers and third-party testing labs required to manufacture
Mytesi, Canalevia-CA1, and lechlemer. We are finalizing a master service agreement with Indena for the manufacture
of crofelemer. We are evaluating alternate drug substance and drug product manufacturers to establish redundancy for
DP manufacturing.
Proprietary Library of Medicinal Plants
We possess a proprietary library of more than 2,300 medicinal plants.
Intellectual Property
Trademarks
We plan to market all of our products under a trademark or trademarks we select, and we will own all rights,
title and interest, including all goodwill, associated with such trademarks. Mytesi is a registered trademark owned by
Napo. Jaguar Animal Health is a trademark owned by Jaguar.
License Agreements
Patent Portfolio
Napo
Napo owns a portfolio of patents and patent applications covering formulations of and methods of treatment
with proanthocyanidin polymers isolated from Croton spp. or Calophyllum spp., including Mytesi (crofelemer). The
patent family associated with International Patent publication WO1998/16111 relates to enteric protected formulations
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of proanthocyanidin polymers isolated from Croton spp. or Calophyllum spp., including crofelemer, and methods of
treating watery diarrhea using these enteric protected formulations. There is one U.S. patent in force in this family, US
7,341,744, which has a term until at least June 23, 2019, which term has been extended under 35 U.S.C. 156 by 1,075
days. Based upon the June 23, 2019 expiration date, the expiration date for crofelemer is June 2, 2022, to account for
the regulatory delay in obtaining human marketing approval for crofelemer.
Napo additionally owns a family of patents arising from International Patent Application Publication
WO2012/058664 that cover methods of treating HIV associated diarrhea and HAART associated diarrhea with
proanthocyanidin polymers isolated from Croton spp. or Calophyllum spp., including crofelemer. In the U.S., there
are two issued patents, US 8,962,680 and US 9,585,868, both of which expire October 31, 2031. Outside the U.S.,
patent protection for methods of treating HIV associated diarrhea has been obtained in Australia, Europe, Hong Kong,
Japan, Kenya, Mexico, Russia, Ukraine, South Africa, and Zimbabwe, with expiration dates of October 31, 2031, and
applications are pending in Brazil, Hong Kong, and China. Napo also has patent families related to methods of
treating diarrhea predominant irritable bowel syndrome, methods of treating constipation predominant irritable bowel
syndrome, and methods of treating inflammatory bowel disease, familial adenomatous polyposis and colon cancer,
with proanthocyanidin polymers isolated from Croton spp. or Calophyllum spp., including crofelemer. In particular,
for diarrhea predominant irritable bowel syndrome, Napo has two issued U.S. patents, US 8,846,113 and US
9,980,938, which expire on February 9, 2027, as well as issued patents in Australia, Canada, Europe, Gulf States,
Hong Kong, Japan, South Korea, Mexico, New Zealand, Singapore, and Taiwan and pending applications in
Bangladesh, Bolivia, Chile, Paraguay, Thailand, and Venezuela, all of which are estimated to expire April 30, 2027;
for constipation predominant irritable bowel syndrome, Napo has three issued U.S. patents, with terms to at least
April 30, 2027, patents in Australia, Canada, Europe, Hong Kong, Mexico, New Zealand, and Singapore, all of which
are estimated to expire April 30, 2027; and for inflammatory bowel disease, familial adenomatous polyposis and/or
colon cancer, Napo has two issued U.S. patents, US 8,852,649 and US 9,987,250 with terms until at least January 4,
2028, as well as issued patents in Australia, Hong Kong, and Europe and Canada, which have estimated expiration
dates of April 30, 2027. Napo has a pending U.S. non provisional application for the treatment of CID with crofelemer
filed on March 9, 2018, as well as International and Taiwanese applications, and two International Patent Applications
on other human indications including for the treatments of short bowel syndrome and congenital diarrhea disorder
filed on May 31, 2018, with pending national phase applications in the United States, Australia, Canada, China,
Europe, Israel, Jordan, Japan and the Gulf States.
For methods of manufacturing proanthocyanidin polymers isolated from Croton spp. or Calophyllum spp.,
including crofelemer, Napo owns issued patents in India, South Africa, and Eurasia with terms at least until
August 26, 2029. Napo also owns issued patents in Brazil, India, Russia, and South Africa and pending applications in
Argentina and Venezuela that also cover methods of manufacturing proanthocyanidin polymers isolated from Croton
spp. or Calophyllum spp., including crofelemer, with terms at least until January 17, 2032. Lastly, Napo owns two
U.S. patents covering a formulation of NP 500 (nordihydroguiaretic acid (“NDGA”)) and its use in treating a
metabolic disorder that have terms until April 23, 2031.
Napo grants license to Napo Therapeutics S.p.A. (formerly named Napo EU S.p.A.)
On August 2021, Napo signed a license agreement with Napo EU S.p.A. to study, develop, manufacture, and
commercialize Napo’s plant-based crofelemer and lechlemer drug product candidates in the European Union
(excluding Russia) and in specified non-EU countries in Europe for specific indications, which rights and obligations
were assumed by the combined company formed by the merger of Napo Therapeutics with Dragon SPAC (the
combined company uses the Napo Therapeutics name). The license agreement grants Napo Thera the rights for SBS-
IF, HIV-related diarrhea, and the symptomatic relief and treatment of IF-related diarrhea in patients with congenital
disorders. The license agreement grants Napo Thera the right to study Per the terms of the license agreement, Napo
will receive payment of up to $10 million as the initial license fee (to be paid in two installments, the first of which
has already been received) as the initial license fee and is eligible to receive additional payments related to milestones,
royalties, and product transfers. The license fees will be eliminated in the consolidated financial statements.
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Government Regulation
The FDA and comparable regulatory authorities in state and local jurisdictions and in other countries impose
substantial and burdensome requirements upon companies involved in the clinical development, manufacture,
marketing and distribution of prescription drugs such as those Napo is that Jaguar and its subsidiaries are
commercializing and/or developing. These agencies and other federal, state and local entities regulate, among other
things, the research and development, testing, manufacture, quality control, safety, effectiveness, labeling, storage,
record keeping, approval, advertising and promotion, distribution, post approval monitoring and reporting, sampling
and export and import of Napo’s drug product candidates. To comply with the regulatory requirements in each of the
jurisdictions in which Napo is seeking to market and subsequently sell its prescription products, Napo has established
processes and resources to provide oversight of the development, approval processes and launch of its products and to
position those products in order to gain market share
U.S. Government Regulation
In the United States, the FDA approves and regulates drugs under the Federal Food, Drug, and Cosmetic Act
(“FDCA”), and it’s implementing regulations.
The process of obtaining regulatory approvals and the subsequent compliance with applicable federal, state,
local and foreign statutes and regulations requires the expenditure of substantial time and financial resources. Failure
to comply with the applicable U.S. requirements at any time during the product development process, approval
process or after approval, may subject an applicant to a variety of administrative or judicial sanctions, such as the
FDA’s refusal to approve pending New Drug Applications (“NDAs”), withdrawal of an approval, imposition of a
clinical hold, issuance of warning letters, product recalls, product seizures, total or partial suspension of production or
distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal
penalties.
The process required by the FDA before a human or animal health prescription drug may be marketed in the
United States generally involves the following:
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completion of pre-clinical laboratory tests, animal studies and formulation studies in compliance with the
FDA’s good laboratory practice, or good laboratory practices (“GLPs”) regulations;
submission to the FDA of an investigational new drug application (“IND”) for human clinical trials, or
an investigational new animal drug (“INAD”) for animal health studies;
approval by an institutional review board (“IRB”) for human trials, and appropriate animal care and use
committees for animal health studies. Multiple sites may necessitate the involvement of multiple IRBs
and submissions for human health products;
performance of adequate and well controlled human clinical trials in accordance with good clinical
practices (“GCPs”), requirements to establish the safety and efficacy of the proposed drug product for
each indication;
submission to the FDA of an NDA for marketing approval of human prescription drugs; and a new
animal drug application (“NADA”) for marketing authorization of animal health products;
satisfactory completion of FDA advisory committees review, if applicable;
satisfactory completion of an FDA pre-approval inspection (“PAI”) of the manufacturing facility or
facilities at which the product is produced to assess compliance with current good manufacturing
practices (“cGMPs”), requirements and to assure that the facilities, methods and controls are adequate to
preserve the drug’s identity, strength, quality and purity; and
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• FDA review and approval of the NDA or NADA.
Pre-clinical Studies
Pre-clinical studies include laboratory evaluation of the drug product’s chemistry, toxicity and formulation,
as well as animal studies to assess potential safety and effectiveness. An IND sponsor must submit the results of the
pre-clinical tests, together with manufacturing information, analytical data and any available clinical data or literature,
among other things, to the FDA as part of an IND. Some pre-clinical testing may continue even after the IND is
submitted. An IND automatically becomes effective 30 days after receipt by the FDA, unless before that time the
FDA raises concerns or questions related to one or more proposed clinical trials and places the clinical trial on a
clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical
trial can begin. As a result, submission of an IND may not result in the FDA allowing clinical trials to commence.
Clinical Trials for Human Prescription Drugs
Clinical trials involve the administration of the investigational new drug to human subjects pursuant to a
clinical protocol, under the supervision of qualified investigators in accordance with GCPs requirements, which
include the requirement that all research subjects provide their informed consent in writing for their participation in
any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives or
endpoints of the trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated. A
protocol for each clinical trial and any subsequent protocol amendments must be submitted to the FDA under the IND.
In addition, an IRB at each institution participating in the clinical trial must review and approve the plan for any
clinical trial before it commences at that institution. Information about certain clinical trials must be submitted within
specific timeframes to the National Institutes of Health, or NIH, for public dissemination on their
www.clinicaltrials.gov website.
Human clinical trials are typically conducted in three sequential phases, which may overlap or be combined:
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Phase 1: The drug is initially introduced into healthy human subjects or patients with the target disease
or condition and tested for safety, dosage tolerance, absorption, metabolism, distribution, excretion and,
if possible, to gain an early indication of its effectiveness depending on the endpoints set forth in the
protocol.
Phase 2: The drug is administered to a limited patient population to identify possible adverse effects and
safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to
determine dosage tolerance and optimal dosage.
Phase 3: The drug is administered to an expanded patient population, generally at geographically
dispersed clinical trial sites, in well-controlled clinical trials to generate enough data to statistically
evaluate the efficacy and safety of the product for approval, to establish the overall risk-benefit profile of
the product, and to provide adequate information for the labeling of the product.
Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA and
more frequently if serious adverse events occur. Phase 1, Phase 2 and Phase 3 clinical trials may not be completed
successfully within any specified period, or at all. Furthermore, the FDA or the sponsor may suspend or terminate a
clinical trial at any time on various grounds, including a finding that the research subjects are being exposed to an
unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the
clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with
unexpected serious harm to patients.
Special Protocol Assessment for Human Health Prescription Drugs
The special protocol assessment, or SPA, process is designed to facilitate the FDA’s review and approval of
drugs by allowing the FDA to evaluate issues related to the adequacy of certain clinical trials, including Phase 3
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clinical trials that can form the primary basis for a drug product’s efficacy claim in an NDA. Upon specific request by
a clinical trial sponsor, the FDA will evaluate the protocol and respond to a sponsor’s questions regarding, among
other things, primary efficacy endpoints, trial conduct and data analysis, within 45 days of receipt of the request.
The FDA ultimately assesses whether the protocol design and planned analysis of the trial are acceptable to
support regulatory approval of the product candidate with respect to effectiveness of the indication studied. All
agreements and disagreements between the FDA and the sponsor regarding a SPA must be clearly documented in a
SPA letter or the minutes of a meeting between the sponsor and the FDA.
Even if the FDA agrees to the design, execution and analyses proposed in protocols reviewed under the SPA
process, the FDA may revoke or alter its agreement under the following circumstances:
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public health concerns emerge that were unrecognized at the time of the protocol assessment;
the director of the review division determines that a substantial scientific issue essential to determining
safety or efficacy has been identified after testing has begun;
a sponsor fails to follow a protocol that was agreed upon with the FDA; or
the relevant data, assumptions, or information provided by the sponsor in a request for SPA change, are
found to be false statements or misstatements, or are found to omit relevant facts.
A documented SPA may be modified, and such modification will be deemed binding on the FDA review
division, except under the circumstances described above, if FDA and the sponsor agree in writing to modify the
protocol and such modification is intended to improve the study.
Marketing Approval for Human Prescription Drugs
Assuming successful completion of the required clinical testing, the results of the pre-clinical studies and
clinical trials, together with detailed information relating to the product’s chemistry, manufacture, controls and
proposed labeling, among other things, are submitted to the FDA as part of an NDA requesting approval to market the
product for one or more indications. In most cases, the submission of an NDA is subject to a substantial application
user fee. Under the Prescription Drug User Fee Act (“PDUFA”), guidelines that are currently in effect, the FDA has a
goal of ten months from the date of “filing” of a standard NDA for a new molecular entity to review and act on the
submission. This review typically takes twelve months from the date the NDA is submitted to the FDA because the
FDA has approximately two months to make a “filing” decision.
In addition, under the Pediatric Research Equity Act of 2003, as amended and reauthorized, certain NDAs or
supplements to an NDA must contain data that are adequate to assess the safety and effectiveness of the drug for the
claimed indications in all relevant pediatric subpopulations; this would include information which supports dosing and
administration for each pediatric subpopulation for which the product is safe and effective. The FDA may, on its own
initiative or at the request of the applicant, grant deferrals for submission of some or all pediatric data until after
approval of the product for use in adults or full or partial waivers from the pediatric data requirements.
The FDA may also require submission of a risk evaluation and mitigation strategy, or REMS, plan to ensure
that the benefits of the drug outweigh its risks. The REMS plan could include medication guides, physician
communication plans, assessment plans, and/or elements to assure safe use, such as restricted distribution methods,
patient registries, or other risk minimization tools.
The FDA may also require other information as part of the NDA filing, such as an environmental impact
statement. The FDA can waive some or delay compliance with some of these requirements.
The FDA conducts a preliminary review of all NDAs within the first 60 days after submission, before
accepting them for filing, to determine whether they are sufficiently complete to permit substantive review. The FDA
may request additional information rather than accept an NDA for filing. In this event, the application must be
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resubmitted with the additional information. The resubmitted application is also subject to review before the FDA
accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The
FDA reviews an NDA to determine, among other things, whether the drug is safe and effective and whether the
facility in which it is manufactured, processed, packaged or held meets standards designed to assure the product’s
continued safety, quality and purity.
The FDA may refer an application for a novel drug to an advisory committee. An advisory committee is a
panel of independent experts, including clinicians and other scientific experts, that reviews, evaluates and provides a
recommendation as to whether the application should be approved and under what conditions. The FDA is not bound
by the recommendations of an advisory committee, but it considers such recommendations carefully when making
decisions.
Before approving an NDA, the FDA typically will inspect the facility or facilities where the product is
manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and
facilities are in compliance with cGMPs requirements and adequate to assure consistent production of the product
within required specifications. Additionally, before approving an NDA, the FDA may inspect one or more clinical
trial sites to assure compliance with GCPs requirements.
After evaluating the NDA and all related information, including the advisory committee recommendation, if
any, and inspection reports regarding the manufacturing facilities and clinical trial sites, the FDA may issue an
approval letter, or, in some cases, a complete response letter. A complete response letter must contain a statement of
specific items that prevent the FDA from approving the application and will also contain conditions that must be met
in order to secure final approval of the NDA and may require additional clinical or pre-clinical testing in order for
FDA to reconsider the application. Even with submission of this additional information, the FDA ultimately may
decide that the application does not satisfy the regulatory criteria for approval. If and when those conditions have been
met to the FDA’s satisfaction, the FDA will typically issue an approval letter. An approval letter authorizes
commercial marketing of the drug with specific prescribing information for specific indications.
Even if the FDA approves a product, it may limit the approved indications for use the of product, require that
contraindications, warnings or precautions be included in the product labeling, require that post-approval studies,
Phase 4 clinical trials, be conducted to further assess a drug’s safety after approval, require testing and surveillance
programs to monitor the product after commercialization, or impose other conditions, including distribution and use
restrictions or other risk management mechanisms under a REMS, which can materially affect the potential market
and profitability of the product. The FDA may prevent or limit further marketing of a product based on the results of
post-marketing studies or surveillance programs. After approval, some types of changes to the approved product, such
as adding new indications, manufacturing changes, and additional labeling claims, are subject to further testing
requirements and FDA review and approval.
Post-Approval Requirements for Human Prescription Drugs
Drugs manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing
regulation by the FDA, including, among other things, requirements relating to recordkeeping, periodic reporting,
product sampling and distribution, advertising and promotion and reporting of adverse experiences with the product.
After approval, most changes to the approved product, such as adding new indications or other labeling claims are
subject to prior FDA review and approval. New secondary indications must be supported by clinical trials or data.
There also are continuing, annual user fee requirements for any marketed products and the establishments at which
such products are manufactured, as well as new application fees for supplemental applications with clinical data.
The FDA may impose a number of post-approval requirements as a condition of approval of an NDA. For
example, the FDA may require post-marketing testing, including Phase 4 clinical trials, and surveillance to further
assess and monitor the product’s safety and effectiveness after commercialization.
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In addition, drug manufacturers and other entities involved in the manufacture and distribution of approved
drugs are required to register their establishments with the FDA and state agencies, and are subject to periodic
unannounced inspections by the FDA and these state agencies for compliance with cGMPs requirements. Changes to
the manufacturing process are strictly regulated and often require prior FDA approval before being implemented.
FDA regulations also require investigation and correction of any deviations from cGMPs requirements and impose
reporting and documentation requirements upon the sponsor and any third-party manufacturers that the sponsor may
decide to use. Accordingly, manufacturers must continue to expend time, money and effort in the area of production
and quality control to maintain cGMPs compliance.
Once approval is granted, the FDA may withdraw the approval if compliance with regulatory requirements
and standards is not maintained or if problems occur after the product reaches the market. Later discovery of
previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with
manufacturing processes, or failure to comply with regulatory requirements, may result in mandatory revisions to the
approved labeling to add new safety information; imposition of post-market studies or clinical trials to assess new
safety risks; or imposition of distribution or other restrictions under a REMS program. Other potential consequences
include, include, but are not limited to:
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restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from
the market or product recalls;
fines, warning letters or holds on post-approval clinical trials;
refusal of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or
revocation of product approvals;
product seizure or detention, or refusal to permit the import or export of products; or
injunctions or the imposition of civil or criminal penalties.
The FDA strictly regulates marketing, labeling, advertising and promotion of products that are placed on the
market. Drugs may be promoted only for the approved indications and in accordance with the provisions of the
approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of
off label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant
liability. In addition, the FDA regulates the purity and or consistency of the approved product. Products, if deemed
adulterated, can lead to serious consequences as set forth above as well as civil and criminal penalties.
Animal Health Prescription Drugs
Under the Federal Food, Drug, and Cosmetic Act (the “Act”), the term "drug" means articles recognized in
the official United States Pharmacopoeia, official Homeopathic Pharmacopoeia of the United States, or official
National Formulary; articles intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in
man or other animals; and articles other than food intended to affect the structure or any function of the body of man
or other animals. It also includes articles intended for use as a component of a drug.
Once a product is determined to be a drug for animal use, the next step is to determine whether or not it is a
new animal drug. The Act defines a new animal drug (in part) as any drug intended for use for animals other than
man, the composition of which is not generally recognized, among experts qualified by scientific training and
experience, as safe and effective for use under the conditions prescribed, recommended, or suggested in its labeling.
By virtue of Supreme Court interpretations of the necessary basis for general recognition, there are, for all practical
purposes, no animal drugs which are not also new animal drugs.
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Under the Act, a new animal drug may not be legally introduced into interstate commerce unless it is the
subject of either:
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an approved NADA or abbreviated new animal drug application (ANADA) under section 512 of the
Act;
a conditional approval under section 571 of the Act;
a listing on the Legally Marketed Unapproved New Animal Drug Index for Minor Species (the Index)
under section 572 of the Act;
an emergency use authorization (“EUA”) under section 564 of the Act (an EUA may only be issued
under very limited circumstances, more information regarding EUAs is available at this webpage:
Emergency Use Authorization) ; or
an investigational exemption under section 512(j) of the Act.
Three Regulatory Pathways in the U.S. to Legal Marketing Status for Animal Health Drugs
Approval
An approved animal drug has gone through the New Animal Drug Application (NADA) process, or for an
approved generic animal drug, the Abbreviated New Animal Drug Application (ANADA) process. If the information
in the application meets the requirements for approval, FDA approves the animal drug. FDA’s approval means the
drug is safe and effective when it is used according to the label. FDA’s approval also ensures that the drug’s strength,
quality, and purity are consistent from batch to batch, and that the drug’s labeling is truthful, complete, and not
misleading.
Conditional Approval
Conditional approval is only available for some animal drugs for use in a minor species or in a major species
under special circumstances. A conditionally approved animal drug has gone through FDA's drug approval process
except the drug has not yet met the effectiveness standard for full approval. FDA’s conditional approval means that
when used according to the label, the drug is safe and has a “reasonable expectation of effectiveness.” FDA's
conditional approval also means that the drug is properly manufactured.
The conditional approval is valid for one year. The drug company can ask FDA to renew the conditional
approval annually for up to four more years, for a total of five years of conditional approval. During the 5-year period,
the drug company can legally sell the animal drug while collecting the remaining effectiveness data. After collecting
the remaining effectiveness data, the company submits an application to FDA for full approval. The agency reviews
the application and, if appropriate, fully approves the drug.
Indexing
An indexed animal drug is a drug on FDA’s Index of Legally Marketed Unapproved New Animal Drugs for
Minor Species, referred to simply as “the Index.” As the name says, a drug listed on the Index is unapproved but has
legal marketing status. It can be legally sold for a specific use in certain minor species. Indexing is allowed for drugs
for:
• Non-food-producing minor species, such as pet birds, hamsters, and ornamental fish. These animals are
typically not eaten by people or by other animals that produce food for people to eat; and
• An early non-food life stage of a food-producing minor species, such as oyster spat (immature oysters).
Because people do not generally eat oyster spat, a drug to treat a disease in spat can be indexed, but a
drug to treat a disease in adult oysters, which people commonly eat, cannot be indexed.
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Indexing a drug is quite different from the drug approval process. Indexing relies heavily on a panel of
qualified experts outside FDA. The experts review the drug’s safety in the specific minor species and the drug’s
effectiveness for the intended use. All experts on the panel must agree that, when used according to the label, the
drug’s benefits outweigh the risks to the treated animal. If FDA agrees with the panel, the agency adds the drug to the
Index.
Animal Health Business Regulations
The development, approval and sale of animal health products are governed by the laws and regulations of
each country in which we intend to seek approval, where necessary, to market and subsequently sell our prescription
drug and non-drug products. To comply with these regulatory requirements, we have established processes and
resources to provide oversight of the development, approval processes and launch of our products and to position
those products in order to gain market share in each respective market.
Certain U.S. federal regulatory agencies are charged with oversight and regulatory authority of animal health
products in the United States. These agencies, depending on the product and its intended use, may include the FDA,
the USDA and the Environmental Protection Agency. The approval of prescription drugs intended for animal use is
regulated by the FDA’s CVM. In addition, the Drug Enforcement Administration regulates animal therapeutics that
are classified as controlled substances. In addition, the Federal Trade Commission may, in the case of non-drug
products, regulate the marketing and advertising claims being made.
Labeling
The FDA plays a significant role in regulating the labeling, advertising and promotion of animal drugs. This
is also true of regulatory agencies in the EU and other territories. In addition, advertising and promotion of animal
health products is controlled by regulations in many countries. These rules generally restrict advertising and
promotion to those claims and uses that have been reviewed and approved by the applicable agency. We will conduct
a review of advertising and promotional material for compliance with the local and regional requirements in the
markets where we sell our product candidates.
EMA Regulation of Human Prescription Drugs
Napo and Napo Therapeutics intend to leverage the orphan medicines marketing authorization incentives
from the EMA for the short bowel syndrome and congenital diarrheal disorders indications for crofelemer for the
licensed territories in the European Union. EMA has developed a regulatory procedure for sponsor eligibility for
incentives available for drugs with ODD for the appropriate patient populations in an expedited manner. The EMA is
responsible for scientific evaluation of centralized marketing authorization applications (“MAA”). Once granted by
the European Commission, the centralized MAA is valid in all EU member states, Iceland, Norway and Liechtenstein.
Centralized authorization procedure
Under the centralized authorization procedure, pharmaceutical companies submit a single marketing
authorization application to EMA. This allows the marketing-authorization holder to market the medicine and make it
available to patients and healthcare professionals throughout the EU on the basis of a single marketing authorization.
EMA's Committee for Medicinal products for Human Use (“CHMP”) or Committee for Medicinal products
for Veterinary Use (“CVMP”) carry out a scientific assessment of the application and give a recommendation on
whether the medicine should be marketed or not. However, under EU law EMA has no authority to actually permit
marketing in the different EU countries. The European Commission is the authorizing body for all centrally authorized
product, who takes a legally binding decision based on EMA's recommendation. This decision is issued within 67
days of receipt of EMA’s recommendation.
Once granted by the European Commission, the centralized marketing authorization is valid in all EU
Member States as well as in the European Economic Area (“EEA”) countries Iceland, Liechtenstein and Norway.
Commission decisions are published in the Community Register of medicinal products for human use.
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Centralized Procedure is mandatory for certain types of products, such as biotechnology medicinal products,
orphan medicinal products, and medicinal products containing a new active substance indicated for the treatment of
AIDS, cancer, neurodegenerative disorders, diabetes, auto-immune and viral diseases.
Conditional marketing authorization
The EMA supports the development of medicines that address unmet medical needs. In the interest of public
health, applicants may be granted a conditional marketing authorization for such medicines on less comprehensive
clinical data than normally required, where the benefit of immediate availability of the medicine outweighs the risk
inherent in the fact that additional data are still required.
Medicines for human use are eligible if they are intended for treating, preventing or diagnosing seriously
debilitating or life-threatening diseases. This includes orphan medicines. Its use is also intended for a public health
emergency (e.g. a pandemic). For these medicines, less comprehensive pharmaceutical and non-clinical data may also
be accepted. The legal basis is Article 14-a of Regulation (EC) No 726/2004. The provisions for granting a conditional
marketing authorization are further elaborated in Regulation (EC) No 507/2006.
Criteria and conditions
EMA's CHMP may grant a conditional marketing authorization for a medicine if it finds that all of the
following criteria are met:
•
•
•
•
the benefit-risk balance of the medicine is positive;
it is likely that the applicant will be able to provide comprehensive data post-authorization;
the medicine fulfils an unmet medical need;
the benefit of the medicine's immediate availability to patients is greater than the risk inherent in the fact
that additional data are still required.
Conditional marketing authorizations are valid for one year and can be renewed annually. Once a conditional
marketing authorization has been granted, the marketing authorization holder must fulfil specific obligations within
defined timelines. These obligations could include completing ongoing or new studies or collecting additional data to
confirm the medicine's benefit-risk balance remains positive. EMA publishes the conditions of the marketing
authorization in the medicine's European public assessment report.
The marketing authorization can be converted into a standard marketing authorization (no longer subject to
specific obligations) once the marketing authorization holder fulfils the obligations imposed and the complete data
confirm that the medicine's benefits continue to outweigh its risks. Initially, this is valid for 5 years. It can then be
renewed for unlimited validity.
As for any medicine, if new data show that the medicine’s benefits no longer outweigh its risks, EMA can
take regulatory action, such as suspending or revoking the marketing authorization. EMA can also take regulatory
action if the company does not comply with the imposed obligations.
Despite earlier approval, it guarantees that the medicine meets rigorous EU standards for safety, efficacy and
quality and that comprehensive data is still generated post-approval. It offers a robust post-authorization regulatory
framework based on legally binding obligations, safeguards and controls.
These include:
•
•
full prescribing information and package leaflet with detailed instructions for safe use and conditions for
storage;
a robust risk-management and safety monitoring plan;
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• manufacturing controls including official batch controls for vaccines, as required;
•
•
legally binding post-approval obligations (i.e. conditions) for the marketing authorization holder and a
clear legal framework for the evaluation of emerging efficacy and safety data;
a pediatric investigation plan.
Guidance for applicants for conditional marketing authorization
EMA advises applicants to discuss their development plans with the Agency via scientific advice or protocol
assistance early in the development process. Involving health technology assessment bodies early is also encouraged,
which is possible via EMA's parallel consultations procedure. The applicant should indicate a request for conditional
marketing authorization in their notification of intention to submit a marketing authorization application. They should
submit this 6 to 7 month before submitting the application. EMA also encourages applicants to further discuss their
plans with EMA as part of a pre-submission meeting. For products deemed suitable for a conditional marketing
authorization, EMA encourages applicants to also consider requesting accelerated assessment.
Applicants should include a formal request for a conditional marketing authorization in their marketing
authorization application. The CHMP will assess this request together with the application. Guideline on the scientific
application and the practical arrangements necessary to implement Regulation (EC) No 507/2006 on the conditional
marketing authorization for medicinal products for human use falling within the scope of Regulation (EC) No
726/2004.
Distinction from authorization under exceptional circumstances
EMA may also grant a marketing authorization in absence of comprehensive data under exceptional circumstances.
Unlike conditional marketing authorization, where marketing approval is granted in the likelihood that the sponsor
will provide such data within an agreed timeframe, EMA can grant authorization under exceptional circumstances
when comprehensive data cannot be obtained even after authorization. This authorization route normally does not lead
to a standard marketing authorization.
Orphan drug development incentives from EMA
Protocol assistance
The Agency provides a form of scientific advice specifically for orphan medicines called protocol assistance.
This allows sponsors to get answers to their questions on the types of studies needed to demonstrate the medicine's
quality, benefits and risks, and information on the significant benefit of the medicine. Protocol assistance is available
at a reduced charge for designated orphan medicines, linked to a fee-reduction scale that depends on the status of the
sponsor. There is no restriction on the number of times a sponsor can request protocol assistance.
The Agency encourages sponsors to consider coordinating the timing of protocol assistance from the Agency
with request for scientific advice from the United States Food and Drug Administration (FDA). Parallel scientific
advice with the FDA is available.
Access to the centralized authorization procedure
All designated orphan medicines are assessed for marketing authorization centrally in the European Union.
This allows companies to make a single application to the European Medicines Agency, resulting in a single opinion
and a single decision from the European Commission, valid in all EU Member States. Sponsors may also have access
via orphan designation to conditional approval, which is conducted under the centralized procedure.
Ten years of market exclusivity
Authorized orphan medicines benefit from ten years of protection from market competition with similar
medicines with similar indications once they are approved. This period of protection is extended by two years for
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medicines that also have complied with an agreed pediatric investigation plan granted at the time of review of the
orphan medicine designation.
Additional incentives for micro, small and medium-sized enterprises (“SMEs”)
Companies classified as SMEs benefit from further incentives when developing medicines with orphan
designation. These include administrative and procedural assistance from the Agency's SME office and fee reductions.
Fee reductions
Companies applying for designated orphan medicines pay reduced fees for regulatory activities. This
includes reduced fees for protocol assistance, marketing-authorization applications, inspections before authorization,
applications for changes to marketing authorizations made after approval, and reduced annual fees. Fee reductions are
revised each year in relation to the budget available.
EMA Grants
The Agency does not offer research grants for sponsors of orphan medicines, but funding is available from
the European Commission and other sources:
• Horizon 2020, the EU Framework Programme for Research and Innovation;
• E-Rare, a transnational project for research programs on rare diseases.
• Grants are also available for sponsors considering research in the United States or Japan:
• United States: Food and Drug Administration: Orphan products grants program
•
Japan: National Institute of Biomedical Innovation: Services to promote development of medicinal
products for rare diseases
Incentives in Member States
Details on incentives available for designated orphan medicines in EU Member States are available in the
European Commission's Inventory of Union and Member State incentives to support research into, and the
development and availability of, orphan medicinal products.
Activities after orphan designation
Orphan designation makes the sponsor eligible for a number of orphan incentives. Sponsors need to comply
with various activities that take place after a designation has been granted. Sponsors should submit all post-
designation activities, including annual reports. For information and guidance on using IRIS, see the IRIS homepage.
Sponsors must submit an annual report on development to the Agency summarizing the status of development of the
medicine.
Sponsors of medicines with orphan designation should also remember to apply for a pediatric investigation
plan (“PIP”), deferral or waiver at the appropriate time, as specified in the Pediatric regulation.
Sponsors also need to submit an application for maintenance of the orphan designation at the time of
marketing authorization, in order to be eligible for the ten-year market exclusivity incentive.
A valid and completed PIP could make the sponsor eligible for the two-year marketing exclusivity extension
to the ten-year marketing exclusivity which is granted at the time of review of the orphan medicinal designation.
Transfers of orphan designation from one sponsor to another are possible. Transfers are free of charge. Sponsors can
also request removal of an orphan designation.
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EMA Compassionate Use Program
Compassionate use is a treatment option that allows the use of an unauthorized medicine. Under strict
conditions, products in development can be made available to groups of patients who have a disease with no
satisfactory authorized therapies and who cannot enter clinical trials. The EMA provides recommendations through
the Committee for Medicinal Products for Human Use (“CHMP”), but these do not create a legal framework.
Compassionate use programs are coordinated and implemented by Member States, which set their own rules and
procedures.
Established by Article 83 of Regulation (EC) No 726/2004, this tool is designed to:
•
•
•
facilitate and improve access to compassionate use programs by patients in the EU;
favor a common approach regarding the conditions of use, the conditions for distribution and the patients
targeted for the compassionate use of unauthorized new medicines;
increase transparency between Member States in terms of treatment availability.
These programs are only put in place if the medicine is expected to help patients with life-threatening, long-
lasting or seriously debilitating illnesses, which cannot be treated satisfactorily with any currently authorized
medicine. The medicine must be undergoing clinical trials or have entered the marketing-authorization application
process and while early studies will generally have been completed, its safety profile and dosage guidelines may not
be fully established.
How to request an opinion for Compassionate Use
National competent authorities can ask EMA for an opinion on how to administer, distribute and use certain
medicines for compassionate use. The CHMP also identifies which patients would benefit, and Member States should
take note of these recommendations when making decisions.
Manufacturers and marketing-authorization applicants should not contact EMA to request an opinion, but
they may wish to inform the Agency of applications underway at national level. National competent authorities will
inform the Agency if they are making a product available to a group of patients for compassionate use.
Comparison to individual basis treatment (Named Patient Program)
Compassionate use should not be confused with 'named-patient basis' treatments, which see doctors obtain
medicines directly from manufacturers before authorization. This is done on an individual basis under the direct
responsibility of the doctor, and the Agency does not need to be informed.
In general, medicines that are not yet authorized are first made available through clinical trials and patients
should always be considered for inclusion in trials before being offered compassionate use programs.
Compassionate use recommendations
EMA's recommendations cover how a medicine should be used in compassionate use programs across the
EU, and the type of patient who may benefit from treatment. EMA does not update its recommendations after a
medicine receives marketing authorization, as all relevant information on the medicine's use is available in its
European public assessment report (“EPAR”). However, compassionate use programs may continue in certain
Member States until the medicine becomes available on the market.
Rewards and incentives for pediatric medicines
Several rewards and incentives for the development of pediatric medicines for children are available in the
EU. Medicines authorized across the EU with the results of studies from a pediatric investigation plan included in the
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product information are eligible for an extension of their supplementary protection certificate by six months. This is
the case even when the studies' results are negative.
For orphan medicines, the incentive is an additional two years of market exclusivity.
Scientific advice and protocol assistance at the Agency are free of charge for questions relating to the
development of pediatric medicines. Medicines developed specifically for children that are already authorized but are
not protected by a patent or supplementary protection certificate are eligible for a pediatric-use marketing
authorization (“PUMA”). If a PUMA is granted, the product will benefit from 10 years of market protection as an
incentive. The above can be complemented by other incentives to support the research, development and availability
of medicinal products for pediatric use.
Market exclusivity: Orphan medicines
Orphan medicines benefit from ten years of market exclusivity once they receive a marketing authorization in
the EU. This measure is intended to encourage the development of medicines for rare diseases, by protecting them
from competition from similar medicines with similar indications, which cannot be marketed during the exclusivity
period. Market exclusivity is an orphan incentive awarded by the European Commission to a specific clinical
indication with an orphan designation.
Each indication with an orphan designation confers ten years' market exclusivity for the particular indication.
A medicine that has multiple orphan designations for different conditions will benefit from separate market
exclusivity periods pertaining to its different orphan designations.
To benefit from market exclusivity, a medicine must maintain its orphan designation at the time of marketing
authorization.
Extension of market exclusivity period
The market exclusivity period is extended by two additional years for an orphan-designated condition when
the results of specific studies are reflected in the summary of product characteristics (“SmPC”) addressing the
pediatric population and completed in accordance with a fully compliant PIP.
The European Commission grants the extension based on a positive compliance check from the Pediatric
Committee and opinion from the Committee for Medicinal Products for Human Use (“CHMP”), and includes this
information in the Community register of orphan medicinal products.
Review of market exclusivity period
Article 8(2) of the Orphan Regulation establishes the possibility for Member States to request that the market
exclusivity be reduced from ten to six years, under certain circumstances.
Expiry of market exclusivity
When the period of market exclusivity for an indication ends, the orphan designation for that indication
expires and the European Commission removes it from the Community register of orphan medicinal products.
Once all of the orphan designations associated with an approved medicine have expired or been withdrawn
by the sponsor, the medicine ceases to be classified as an orphan medicine and no longer benefits from the orphan
incentives.
European Union new chemical entity exclusivity
In the EU, new chemical entities, sometimes referred to as new active substances, qualify for eight years of
data exclusivity upon marketing authorization and an additional two years of market exclusivity. This data exclusivity,
if granted, prevents regulatory authorities in the European Union from referencing the innovator’s data to assess a
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generic application for eight years, after which a generic marketing authorization application can be submitted, and
the innovator’s data may be referenced, but not approved for two years. The overall ten-year period will be extended
to a maximum of 11 years if, during the first eight years of those ten years, the marketing authorization holder obtains
an authorization for one or more new therapeutic indications which, during the scientific evaluation prior to their
authorization, are held to bring a significant clinical benefit in comparison with existing therapies.
European Union orphan designation and exclusivity
In the EU, the EMA’s Committee for Orphan Medicinal Products grants orphan drug designation to promote
the development of products that are intended for the diagnosis, prevention or treatment of life-threatening or
chronically debilitating conditions affecting not more than 5 in 10,000 persons in the European Union Community and
for which no satisfactory method of diagnosis, prevention, or treatment has been authorized (or the product would be a
significant benefit to those affected). Additionally, designation is granted for products intended for the diagnosis,
prevention, or treatment of a life-threatening, seriously debilitating or serious and chronic condition and when,
without incentives, it is unlikely that sales of the drug in the European Union would be sufficient to justify the
necessary investment in developing the medicinal product.
In the European Union, orphan drug designation entitles a party to financial incentives such as reduction of
fees or fee waivers and ten years of market exclusivity is granted following medicinal product approval. This period
may be reduced to six years if the orphan drug designation criteria are no longer met, including where it is shown that
the product is sufficiently profitable not to justify maintenance of market exclusivity. Orphan drug designation must
be requested before submitting an application for marketing approval. Orphan drug designation does not convey any
advantage in, or shorten the duration of, the regulatory review and approval process.
European Union Pediatric Plan
In the EEA, marketing authorization applications for new medicinal products not authorized have to include
the results of studies conducted in the pediatric population, in compliance with a pediatric investigation plan, or PIP,
agreed with the EMA’s Pediatric Committee (“PDCO”). The PIP sets out the timing and measures proposed to
generate data to support a pediatric indication of the drug for which marketing authorization is being sought. The
PDCO can grant a deferral of the obligation to implement some or all of the measures of the PIP until there are
sufficient data to demonstrate the efficacy and safety of the product in adults. Further, the obligation to provide
pediatric clinical trial data can be waived by the PDCO when these data is not needed or appropriate because the
product is likely to be ineffective or unsafe in children, the disease or condition for which the product is intended
occurs only in adult populations, or when the product does not represent a significant therapeutic benefit over existing
treatments for pediatric patients. Once the marketing authorization is obtained in all Member States of the EU and
study results are included in the product information, even when negative, the product is eligible for six months’
supplementary protection certificate extension. For orphan drug designated medicinal products, the 10 year period of
market exclusivity is extended to 12 years.
Clinical Trials Regulation in Europe
In the EU, pursuant to the currently applicable Clinical Trials Directive 2001/20/EC and the Directive
2005/28/EC on GCP, a system for the approval of clinical trials in the EU has been implemented through national
legislation of the EU member states. Under this system, an applicant must obtain approval from the national
competent authority of an EU member state in which the clinical trial is to be conducted, or in multiple member states
if the clinical trial is to be conducted in a number of member states. Furthermore, the applicant may only start a
clinical trial at a specific study site after the independent ethics committee for each site has issued a favorable opinion.
The clinical trial application must be accompanied by an investigational medicinal product dossier with supporting
information prescribed by Directive 2001/20/EC and Directive 2005/28/EC and corresponding national laws of the
individual EU member states and further detailed in applicable guidance documents. In April 2014, the EU adopted a
new Clinical Trials Regulation (EU) No 536/2014, which is set to replace the current Clinical Trials Directive
2001/20/EC. It is anticipated that the new Clinical Trials Regulation (EU) No 536/2014 may come into effect in late
2021with a three-year transition period for some types of clinical trials. It will overhaul the current system of
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approvals for clinical trials in the EU. Specifically, the new regulation, which will be directly applicable in all EU
member states, aims at simplifying and streamlining the approval of clinical trials in the EU. For instance, the new
Clinical Trials Regulation provides for a streamlined application procedure via a single-entry point and strictly defined
deadlines for the assessment of clinical trial applications
Other U.S. Healthcare Laws
In addition to FDA restrictions on marketing of pharmaceutical and biological products, other U.S. federal
and state healthcare regulatory laws restrict business practices in the pharmaceutical industry, which include, but are
not limited to, state and federal anti-kickback, false claims, data privacy and security and physician payment and drug
pricing transparency laws.
The U.S. federal Anti-Kickback Statute prohibits, among other things, any person or entity from knowingly
and willfully offering, paying, soliciting, receiving or providing any remuneration, directly or indirectly, overtly or
covertly, to induce or in return for purchasing, leasing, ordering, or arranging for or recommending the purchase,
lease, or order of any good, facility, item or service reimbursable, in whole or in part, under Medicare, Medicaid or
other federal healthcare programs. The term “remuneration” has been broadly interpreted to include anything of value.
The Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on
the one hand and prescribers, purchasers, formulary managers and beneficiaries on the other. Although there are a
number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, the
exceptions and safe harbors are drawn narrowly. Practices that involve remuneration that may be alleged to be
intended to induce prescribing, purchases, or recommendations may be subject to scrutiny if they do not meet the
requirements of a statutory or regulatory exception or safe harbor. Failure to meet all of the requirements of a
particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the
U.S. federal Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case by case basis
based on a cumulative review of all its facts and circumstances. Several courts have interpreted the statute’s intent
requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal
healthcare covered business, the statute has been violated.
Additionally, the intent standard under the U.S. federal Anti-Kickback Statute was amended by the Patient
Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, or
collectively, the ACA, to a stricter standard such that a person or entity does not need to have actual knowledge of the
statute or specific intent to violate it in order to have committed a violation. In addition, the ACA codified case law
that a claim including items or services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes
a false or fraudulent claim for purposes of the federal civil False Claims Act. The majority of states also have Anti-
Kickback laws, which establish similar prohibitions and, in some cases, may apply to items or services reimbursed by
any third-party payor, including commercial insurers.
The federal false claims and civil monetary penalties laws, including the civil False Claims Act, prohibit any
person or entity from, among other things, knowingly presenting, or causing to be presented, a false, fictitious or
fraudulent claim for payment to, or approval by, the federal government, knowingly making, using, or causing to be
made or used a false record or statement material to a false or fraudulent claim to the federal government, or from
knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal
government. A claim includes “any request or demand” for money or property presented to the U.S. government.
Actions under the civil False Claims Act may be brought by the Attorney General or as a qui tam action by a private
individual in the name of the government. Violations of the civil False Claims Act can result in very significant
monetary penalties and treble damages. Several pharmaceutical and other healthcare companies have been prosecuted
under these laws for, among other things, allegedly providing free product to customers with the expectation that the
customers would bill federal programs for the product. Other companies have been prosecuted for causing false claims
to be submitted because of the companies’ marketing of products for unapproved, or off label, uses. Companies also
have been prosecuted for allegedly violating the Anti-Kickback Statute and False Claims Act as a result of
impermissible arrangements between companies and healthcare practitioners or as a result of the provision of
remuneration by the companies to the healthcare practitioners. In addition, the civil monetary penalties statute imposes
penalties against any person who is determined to have presented or caused to be presented a claim to a federal health
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program that the person knows or should know is for an item or service that was not provided as claimed or is false or
fraudulent. Many states also have similar fraud and abuse statutes or regulations that apply to items and services
reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor.
Violations of fraud and abuse laws, including federal and state Anti-Kickback and false claims laws, may be
punishable by criminal and civil sanctions, including fines and civil monetary penalties, the possibility of exclusion
from federal healthcare programs (including Medicare and Medicaid), disgorgement and corporate integrity
agreements, which impose, among other things, rigorous operational and monitoring requirements on companies.
Similar sanctions and penalties, as well as imprisonment, also can be imposed upon executive officers and employees
of such companies. Given the significant size of actual and potential settlements, it is expected that the government
authorities will continue to devote substantial resources to investigating healthcare providers’ and manufacturers’
compliance with applicable fraud and abuse laws.
The federal Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 created additional
federal criminal statutes that prohibit, among other actions, knowingly and willfully executing, or attempting to
execute, a scheme to defraud any healthcare benefit program, including private third party payors, knowingly and
willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a
healthcare offense and knowingly and willfully falsifying, concealing or covering up a material fact or making any
materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare
benefits, items or services. Similar to the U.S. federal Anti-Kickback Statute, the ACA broadened the reach of certain
criminal healthcare fraud statutes created under HIPAA by amending the intent requirement such that a person or
entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a
violation.
In addition, there has been a recent trend of increased federal and state regulation of payments made to
physicians and certain other healthcare providers. The ACA imposed, among other things, new annual reporting
requirements through the Physician Payments Sunshine Act for covered manufacturers for certain payments and
“transfers of value” provided to physicians and teaching hospitals, as well as ownership and investment interests held
by physicians and their immediate family members. Failure to submit timely, accurately and completely the required
information for all payments, transfers of value and ownership or investment interests may result in civil monetary
penalties of up to an aggregate of $150,000 per year and up to an aggregate of $1 million per year for “knowing
failures.” Covered manufacturers must submit reports by the 90th day of each subsequent calendar year. In addition,
certain states require the implementation of compliance programs and compliance with the pharmaceutical industry’s
voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government,
impose restrictions on marketing practices and/or tracking and reporting of gifts, compensation and other
remuneration or items of value provided to physicians and other healthcare professionals and entities.
Napo may also be subject to data privacy and security regulation by both the federal government and the
states in which Napo conducts its business. HIPAA, as amended by the Health Information Technology for Economic
and Clinical Health Act (“HITECH”), and their respective implementing regulations, including the Final HIPAA
Omnibus Rule, published on January 25, 2013, impose specified requirements relating to the privacy, security and
transmission of individually identifiable health information held by covered entities and their business associates.
Among other things, HITECH made HIPAA’s security standards directly applicable to “business associates,” defined
as independent contractors or agents of covered entities that create, receive, maintain or transmit protected health
information in connection with providing a service for or on behalf of a covered entity. HITECH also increased the
civil and criminal penalties that may be imposed against covered entities, business associates and possibly other
persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts
to enforce the federal HIPAA laws and seek attorney’s fees and costs associated with pursuing federal civil actions. In
addition, state laws govern the privacy and security of health information in certain circumstances, many of which
differ from each other in significant ways and may not have the same requirements, thus complicating compliance
efforts.
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Coverage and Reimbursement
Significant uncertainty exists as to the coverage and reimbursement status of any pharmaceutical products for
which Napo obtains regulatory approval. In the United States and markets in other countries, patients who are
prescribed treatments for their conditions and providers performing the prescribed services generally rely on third-
party payors to reimburse all or part of the associated healthcare costs. Patients are unlikely to use Napo’s products
unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of Napo’s
products. Sales of any products for which Napo receives regulatory approval for commercial sale will, therefore
depend, in part, on the availability of coverage and adequate reimbursement from third party payors. Third party
payors include government authorities, managed care plans, private health insurers and other organizations. In the
United States, the process for determining whether a third party payor will provide coverage for a pharmaceutical or
biological product typically is separate from the process for setting the price of such product or for establishing the
reimbursement rate that the payor will pay for the product once coverage is approved. Third party payors may limit
coverage to specific products on an approved list, also known as a formulary, which might not include all of the FDA
approved products for a particular indication. A decision by a third party payor not to cover Napo’s product candidates
could reduce physician utilization of Napo’s products once approved and have a material adverse effect on Napo’s
sales, results of operations and financial condition. Moreover, a third party payor’s decision to provide coverage for a
pharmaceutical or biological product does not imply that an adequate reimbursement rate will be approved. Adequate
third party reimbursement may not be available to enable Napo to maintain price levels sufficient to realize an
appropriate return on Napo’s investment in product development. Additionally, coverage and reimbursement for
products can differ significantly from payor to payor. One third party payor’s decision to cover a particular medical
product or service does not ensure that other payors will also provide coverage for the medical product or service, or
will provide coverage at an adequate reimbursement rate. As a result, the coverage determination process will require
Napo to provide scientific and clinical support for the use of Napo’s products to each payor separately and will be a
time consuming process.
In the EEA, governments influence the price of products through their pricing and reimbursement rules and
control of national health care systems that fund a large part of the cost of those products to consumers. Some
jurisdictions operate positive and negative list systems under which products may only be marketed once a
reimbursement price has been agreed to by the government. To obtain reimbursement or pricing approval, some of
these countries may require the completion of clinical trials that compare the cost effectiveness of a particular product
candidate to currently available therapies. Other member states allow companies to fix their own prices for medicines,
but monitor and control company profits. The downward pressure on health care costs in general, particularly
prescription products, has become very intense. As a result, increasingly high barriers are being erected to the entry of
new products. In addition, in some countries, cross border imports from low priced markets exert commercial pressure
on pricing within a country.
The containment of healthcare costs has become a priority of federal, state and foreign governments, and the
prices of pharmaceutical or biological products have been a focus in this effort. Third party payors are increasingly
challenging the prices charged for medical products and services, examining the medical necessity and reviewing the
cost effectiveness of pharmaceutical or biological products, medical devices and medical services, in addition to
questioning safety and efficacy. If these third party payors do not consider Napo’s products to be cost effective
compared to other available therapies, they may not cover Napo’s products after FDA approval or, if they do, the level
of payment may not be sufficient to allow Napo to sell its products at a profit.
Healthcare Reform
A primary trend in the U.S. healthcare industry and elsewhere is cost containment. Government authorities
and other third party payors have attempted to control costs by limiting coverage and the amount of reimbursement for
particular medical products. For example, in March 2010, the ACA was enacted, which, among other things, increased
the minimum Medicaid rebates owed by most manufacturers under the Medicaid Drug Rebate Program; introduced a
new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated
for drugs that are inhaled, infused, instilled, implanted or injected; extended the Medicaid Drug Rebate Program to the
utilization of prescriptions of individuals enrolled in Medicaid managed care plans; imposed mandatory discounts for
35
certain Medicare Part D beneficiaries as a condition for manufacturers’ outpatient drugs covered under Medicare Part
D; subjected drug manufacturers to new annual fees based on pharmaceutical companies’ share of sales to federal
healthcare programs; created a new Patient Centered Outcomes Research Institute to oversee, identify priorities in,
and conduct comparative clinical effectiveness research, along with funding for such research; creation of the
Independent Payment Advisory Board, once empaneled, will have authority to recommend certain changes to the
Medicare program that could result in reduced payments for prescription drugs; and establishment of a Center for
Medicare Innovation at the CMS to test innovative payment and service delivery models to lower Medicare and
Medicaid spending. Since its enactment, the U.S. federal government has delayed or suspended the implementation of
certain provisions of the ACA.
Napo expects that the ACA, as well as other healthcare reform measures that may be adopted in the future,
may result in more rigorous coverage criteria and lower reimbursement and additional downward pressure on the price
that Napo receives for any approved product. Any reduction in reimbursement from Medicare or other government-
funded programs may result in a similar reduction in payments from private payors. Moreover, recently there has been
heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products. The
implementation of cost containment measures or other healthcare reforms may prevent Napo from being able to
generate revenue, attain profitability or commercialize Napo’s drugs.
Additionally, on August 2, 2011, the Budget Control Act of 2011 created measures for spending reductions
by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction
of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the
legislation’s automatic reduction to several government programs. This included aggregate reductions of Medicare
payments to providers of 2% per fiscal year, which went into effect on April 1, 2013, and due to subsequent legislative
amendments to the statute, will stay in effect through 2025 unless additional action is taken by Congress. On
January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further
reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment
centers, and increased the statute of limitations period for the government to recover overpayments to providers from
three to five years. More recently, there has been heightened governmental scrutiny recently over the manner in which
manufacturers set prices for their marketed products, which have resulted in several recent Congressional inquiries
and proposed bills designed to, among other things, bring more transparency to product pricing, review the
relationship between pricing and manufacturer patient programs, and reform government program reimbursement
methodologies for pharmaceutical products.
Napo expects that additional state and federal healthcare reform measures will be adopted in the future, any
of which could limit the amounts that federal and state governments will pay for healthcare products and services,
which could result in reduced demand for Napo’s products once approved or additional pricing pressures.
Other Regulatory Considerations
We believe regulatory rules relating to human food safety, food additives, or drug residues in food will not
apply to the products we currently are developing because our animal prescription drug product candidates are not
intended for use in production animals, with the exception of horses, which qualify as food animals in Europe and
Canada; and our nonprescription products are not regulated by section 201(g) of the Federal Food, Drug, and
Cosmetic Act, which the FDA is authorized to administer.
We do not believe that our animal nonprescription products are currently subject to regulation in the United
States. The CVM only regulates those animal supplements that fall within the FDA’s definition of an animal drug,
food or feed additive. The Federal Food Drug and Cosmetic Act defines food as “articles used for food or drink for
man or other animals and articles used as components of any such article.” Animal foods are not subject to pre-market
approval and are designed to provide a nutritive purpose to the animals that receive them. Feed additives are defined
as those articles that are added to an animal’s feed or water, as illustrated by the guidance documents. Our
nonprescription products are not added to food, are not ingredients in food, nor are they added to any animal’s
drinking water. There is no intent to make our nonprescription products a component of an animal food, either directly
36
or indirectly. We do not believe that our nonprescription products fit the definition of an animal drug, food or food
additive and therefore are not regulated by the FDA at this time.
In addition to the foregoing, we may be subject to state, federal and foreign healthcare and/or veterinary
medicine laws, including but not limited to anti-kickback laws, as we may from time to time enter consulting and
other financial arrangements with veterinarians, who may prescribe or recommend our products. If our financial
relationships with veterinarians are found to be in violation of such laws that apply to us, we may be subject to
penalties.
Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising from the ordinary course
of business. Other than as set forth in “Item 3. LEGAL PROCEEDINGS”, 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.
Corporate Information
We were incorporated in the State of Delaware on June 6, 2013. Our principal executive office is located at
200 Pine Street, Suite 400, San Francisco, CA 94104 for human health prescription drugs and the telephone number is
(415) 371 8300. We have an additional office at 200 Pine Street, Suite 600, San Francisco, CA 94104 for Jaguar
Animal Health. Our website for the corporation is https://jaguar.health. The information contained on, or that can be
accessed through, our website is not part of this annual report. Our voting common stock is listed on the NASDAQ
Capital Market and trades under the symbol “JAGX.” On July 31, 2017, we completed the acquisition of Napo
pursuant to the Agreement and Plan of Merger, dated March 31, 2017, by and among the Company, Napo, Napo
Acquisition Corporation, and Napo’s representative (the “Merger”).
Employees
As of December 31, 2021, we had 52 employees. Ten employees hold M.D., D.V.M and/or Ph.D. degrees.
Twenty-one of our employees are engaged in research and development activities and 17 employees are engaged in
sales and marketing. We have two employees within Napo Therapeutics in Italy. None of our employees are
represented by labor unions or covered by collective bargaining agreements.
Description of Properties
Our corporate headquarters are located in San Francisco, California, where we currently lease 10,526
rentable square feet of office space from M & E, LLC.
ITEM 1A. RISK FACTORS
The business, financial condition and operating results of the Company may be affected by a number of
factors, whether currently known or unknown, including but not limited to those described below. Anyone or more of
such factors could directly or indirectly cause the Company’s actual results of operations and financial condition to
vary materially from past or anticipated future results of operations and financial condition. Any of these factors, in
whole or in part, could materially and adversely affect the Company’s business, financial condition, results of
operations and stock price. The following information should be read in conjunction with Part II, Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated
financial statements and related notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this
Annual Report.
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Risk Factor Summary
The following is a summary of the principal risks that could adversely affect our business, operations and
financial results.
Risks Related to Our Business
• We have a limited operating history, expect to incur further losses as we grow and may be unable to achieve
or sustain profitability.
• We expect to incur significant additional costs as we continue commercialization efforts for current
prescription drug candidates or other product candidates, and undertake the clinical trials necessary to obtain
any necessary regulatory approvals, which will increase our losses.
• We will need to raise substantial additional capital in the future in the event that we conduct clinical trials for
new indications and we may be unable to raise such funds when needed and on acceptable terms, which
would force us to delay, limit, reduce or terminate one or more of our product development programs.
• We are substantially dependent on the success of Mytesi, our current lead prescription drug product, and
Canalevia-CA1, our conditionally approved prescription drug product for CID in dogs, and Canalevia-CA2,
our candidate for EID in dogs. We cannot be certain that necessary approvals will be received for planned
Mytesi, Canalevia-CA1 or Canalevia-CA2 follow-on indications or that these product candidates will be
successfully commercialized, either by us or any of our partners.
If we are not successful in identifying, licensing, developing and commercializing additional product
candidates and products, our ability to expand our business and achieve our strategic objectives could be
impaired.
•
• Mytesi faces significant competition from other pharmaceutical companies, both for its currently approved
indication and for planned follow-on indications, and our operating results will suffer if we fail to compete
effectively.
• We may be unable to obtain, or obtain on a timely basis, regulatory approval for our existing or future
human or animal prescription drug product candidates under applicable regulatory requirements, which
would harm our operating results.
• The results of our earlier studies of Mytesi may not be predictive of the results in any future clinical trials
and species-specific formulation studies, respectively, and we may not be successful in our efforts to develop
or commercialize line extensions of Mytesi.
• Development of prescription drug products is inherently expensive, time-consuming and uncertain, and any
delay or discontinuance of our current or future pivotal trials would harm our business and prospects.
• We will partially rely on third parties to conduct our development activities. If these third parties do not
successfully carry out their contractual duties, we may be unable to obtain regulatory approvals or
commercialize our current or future human or animal product candidates on a timely basis, or at all.
• Even if we obtain regulatory approval for planned follow-on indications of crofelemer, Canalevia or our
other product candidates, they may never achieve market acceptance. Further, even if we are successful in
the ongoing commercialization of Mytesi and Canalevia, we may not achieve commercial success.
• Human and animal gastrointestinal health products are subject to unanticipated post-approval safety or
efficacy concerns, which may harm our business and reputation.
• Future federal and state legislation may result in increased exposure to product liability claims, which could
•
result in substantial losses.
If we fail to retain current members of our senior management, or to identify, attract, integrate and retain
additional key personnel, our business will be harmed.
• We are dependent on two suppliers for the raw material used to produce the active pharmaceutical ingredient
in Mytesi and Canalevia. The termination of either of these contracts would result in a disruption to product
development and our business will be harmed.
• We are dependent upon third-party contract manufacturers, both for the supply of the active pharmaceutical
ingredient in Mytesi and Canalevia-CA1, as well as for the supply of finished products for
commercialization.
If we are unable to establish sales capabilities on our own or through third parties, we may not be able to
market and sell our current or future human products and product candidates, if approved, and generate
•
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product or other revenue.
• We will need to increase the size of our organization and may not successfully manage such growth.
• Canalevia-CA1 and, our animal health prescription drug product candidates, if approved may be marketed in
the United States only in the target animals and for the indications for which they are approved, and if we
want to expand the approved animals or indications, it will need to obtain additional approvals, which may
not be granted.
• The misuse or extra-label use of Mytesi, Canalevia, and our human or animal prescription drug product
candidates if approved by regulatory authorities, may harm our reputation or result in financial or other
damages.
• We may be unable to obtain, or obtain on a timely basis, a renewal of conditional approval for Canalevia-
CA1, or to eventually obtain full regulatory approval of Canalevia-CA1, which would harm our operating
results.
• We may not maintain the benefits associated with MUMS designation, including market exclusivity.
• The market for our human and animal products, and the gastrointestinal health market as a whole, is
•
uncertain and may be smaller than we anticipate, which could lead to lower revenue and harm our operating
results.
Insurance coverage for Mytesi for its current approved indication could decrease or end, or Mytesi might not
receive insurance coverage for any approved follow-on indications, which could lead to lower revenue and
harm our operating results.
• We may engage in future acquisitions that increase our capital requirements, dilute our stockholders, cause
us to incur debt or assume contingent liabilities and subject us to other risks.
• Certain of the countries in which we plan to commercialize our products in the future are developing
countries, some of which have potentially unstable political and economic climates.
• Fluctuations in the exchange rate of foreign currencies could result in currency transactions losses.
• Laws and regulations governing global trade compliance could adversely impact our business.
• There are other gastrointestinal-focused human pharmaceutical companies, and we face competition in the
marketplaces in which we operate or plan to operate.
• Our obligations to Streeterville are secured by a security interest in all of Napo’s lechlemer assets, so if we
default on those obligations, Streeterville could foreclose on our assets.
• Our royalty interests require us to make minimum royalty payments, even if we do not sell a sufficient
amount of products to cover the amount of such payments, which may strain our cash resources.
• Failure in our information technology systems, including by cyber-attacks or other data security incidents,
could significantly disrupt our operations.
• The novel coronavirus global pandemic could adversely impact our business, including our supply chain,
clinical trials and commercialization of Mytesi and Canalevia.
• Long-term remote work arrangements may adversely affect our business.
• Substantially all of our revenue for recent periods has been received from three customers.
• We are subject to state laws in California that require gender and diversity quotas for boards of directors of
public companies headquartered in California.
Risks Related to Our Intellectual Property
• We cannot be certain that our patent strategy will be effective to protect against competition
• Obtaining and maintaining our patent protection depends on compliance with various procedural, document
submission, fee payment and other requirements imposed by governmental patent agencies, and our patent
protection could be reduced or eliminated for non-compliance with these requirements.
• Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights,
which would be costly, time-consuming and, if successfully asserted against us, delay or prevent the
development and commercialization of our current or future products and product candidates.
• Our proprietary position depends upon the botanical guidance of our drug approval and patents that are
formulation or method-of-use patents, which do not prevent a competitor from using the same human or
animal drug for another use.
• We may be involved in lawsuits to protect or enforce our patents, which could be expensive, time-
39
consuming and unsuccessful, and third parties may challenge the validity or enforceability of our patents and
they may be successful.
If we are unable to prevent disclosure of our trade secrets or other confidential information to third parties,
our competitive position may be impaired.
•
• Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to
protect our products.
• We may not be able to protect our intellectual property rights throughout the world, which could impair our
business.
• Our business could be harmed if we fail to obtain certain registered trademarks in the United States or in
other countries.
• We may be subject to claims that our employees, consultants or independent contractors have wrongfully
used or disclosed confidential information of third parties.
• Even if we receive any of the required regulatory approvals for our current or future prescription drug
product candidates and non-prescription products, we will be subject to ongoing obligations and continued
regulatory review, which may result in significant additional expense.
• Any of our current or future prescription drug product candidates or non-prescription products may cause or
contribute to adverse medical events that we would be required to report to regulatory authorities and, if we
fail to do so, we could be subject to sanctions that would harm our business.
• Legislative or regulatory reforms with respect to animal health may make it more difficult and costly for us
to obtain regulatory clearance or approval of any of our current or future product candidates and to produce,
market, and distribute our products after clearance or approval is obtained.
• We believe that our non-prescription products are not subject to regulation by regulatory agencies in the
United States, but there is a risk that regulatory bodies may disagree with our interpretation, or may redefine
the scope of their regulatory reach in the future, which would result in additional expense and could delay or
prevent the commercialization of these products.
• Even if we receive the required regulatory approvals for our current or future prescription drug product
candidates and non-prescription products, we will be subject to ongoing obligations and continued
regulatory review, which may result in significant additional expense
Risks Related to Our Common Stock
• Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a
•
delisting of our common stock.
If we issue all shares available for issuance pursuant to the ATM Agreement, we will have no shares of
common stock available for new securities issuances, which may restrict us from accessing additional capital
through the sale of new securities.
If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.
•
• The price of our common stock could be subject to volatility related or unrelated to our operations, and
purchasers of our common stock could incur substantial losses.
• A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds
supply may lead to further price volatility in our common stock.
• You may not be able to resell our common stock when you wish to sell them or at a price that you consider
•
attractive or satisfactory.
If securities or industry analysts do not publish research or reports about our company, or if they issue
adverse or misleading opinions regarding us or our stock, our stock price and trading volume could decline.
• You may be diluted by conversions of outstanding shares of non-voting common stock, exercises of
outstanding options and warrants and issuances of securities pursuant to our ATM Agreement.
• Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders
may consider favorable and may lead to entrenchment of management.
• Our amended and restated bylaws designate the Court of Chancery of the State of Delaware as the sole and
exclusive forum for certain actions and proceedings that may be initiated by our stockholders, which could
limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors,
officers or other employees.
• We do not intend to pay dividends on our common stock, and your ability to achieve a return on your
40
investment will depend on appreciation in the market price of our common stock.
• The requirements of being a public company, including compliance with the reporting requirements of the
Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs
and distract management, and we may be unable to comply with these requirements in a timely or cost-
effective manner.
• We are a smaller reporting company and the reduced reporting requirements applicable to smaller reporting
companies may make our common stock less attractive to investors.
Risks Related to Our Business
We have a limited operating history, expect to incur further losses as we grow and may be unable to achieve or
sustain profitability.
Since the consummation of our merger with Napo Pharmaceuticals Inc. in 2017, our operations have been
primarily focused on research, development and the ongoing commercialization of our lead prescription drug product,
Mytesi, which is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy. As a result, we have limited meaningful historical operations upon which to
evaluate our business and prospects and have not yet demonstrated an ability to broadly commercialize any of our
human health products beyond Mytesi for HIV-related diarrhea or animal health products, obtain any required
marketing approval for any of our animal prescription drug product candidates or successfully overcome the risks and
uncertainties frequently encountered by companies in emerging fields such as the animal health industry or the
gastrointestinal health industry in general. Our revenues to date have been insufficient to offset our expenses, and we
expect to continue to incur significant research and development and other expenses. Our net loss and comprehensive
loss for the years ended December 31, 2021 and 2020 was $52.6 million and $33.8 million, respectively. As of
December 31, 2021, we had total stockholders’ equity of $11.9 million. We expect to continue to incur losses for the
foreseeable future, which will increase significantly from historical levels as we expand our product development
activities, seek necessary approvals for our human and veterinary drug product candidates, conduct species-specific
formulation studies for our non-prescription products and increase commercialization activities. Even if we succeed in
developing and broadly commercializing one or more of our products or product candidates, we expect to continue to
incur losses for the foreseeable future, and we may never become profitable. If we fail to achieve or maintain
profitability, then we may be unable to continue our operations at planned levels and be forced to reduce or cease
operations.
As more fully discussed in Note 1 to our consolidated financial statements, we believe there is substantial
doubt about our ability to continue as a going concern as we do not currently have sufficient cash resources to fund
our operations through March 11, 2023, or one year from the filing date of our Form 10-K. Our financial statements
do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to continue as a
viable entity, our stockholders may lose their investment.
We expect to incur significant additional costs as we continue commercialization efforts for current prescription
drug candidates or other product candidates, and undertake the clinical trials necessary to obtain any necessary
regulatory approvals, which will increase our losses.
Napo commenced sales of Mytesi for adults with HIV/AIDS on antiretroviral therapy in September 2016.
Jaguar launched Canalevia-CA1 for chemotherapy-induced diarrhea in dogs in December 2021. We will need to
continue to invest in developing our internal and third-party sales and distribution network and outreach efforts to key
opinion leaders in the gastrointestinal health industry, including physicians and veterinarians as applicable.
We are actively identifying additional products for development and commercialization, and will continue to
expend substantial resources for the foreseeable future to develop Mytesi, lechlemer and Canalevia-CA1. These
expenditures will include costs associated with:
•
identifying additional potential prescription drug product candidates and non-prescription products;
41
•
•
•
•
formulation studies;
conducting pilot, pivotal and toxicology studies;
completing other research and development activities;
payments to technology licensors;
• maintaining our intellectual property;
•
•
•
obtaining necessary regulatory approvals;
establishing commercial supply capabilities; and
sales, marketing and distribution of our commercialized products.
We also may incur unanticipated costs in connection with developing and commercializing our products.
Because the outcome of our development activities and commercialization efforts is inherently uncertain, the actual
amounts necessary to successfully complete the development and commercialization of our current or future products
and product candidates may be greater than we anticipate.
Because we anticipate incurring significant costs for the foreseeable future, if we are not successful in
broadly commercializing any of our current or future products or product candidates or raising additional funding to
pursue our research and development efforts, we may never realize the benefit of our development efforts and our
business may be harmed.
We will need to raise substantial additional capital in the future in the event that we conduct clinical trials for new
indications and we may be unable to raise such funds when needed and on acceptable terms, which would force us
to delay, limit, reduce or terminate one or more of our product development programs.
We are forecasting continued losses and negative cash flows as we continue to fund our operating and
marketing activities and research and development programs, and to complete the development of all the current
products in our pipeline, or any additional products we may identify. We will need to seek additional funds through
public or private equity or debt financings or other sources such as strategic collaborations. Any such financings or
collaborations may result in dilution to our stockholders, the imposition of debt covenants and repayment obligations
or other restrictions that may harm our business or the value of our common stock. We may also seek from time to
time to raise additional capital based upon favorable market conditions or strategic considerations such as potential
acquisitions or potential license arrangements.
Our future capital requirements depend on many factors, including, but not limited to:
•
•
•
•
•
the scope, progress, results and costs of researching and developing our current and future prescription
drug product candidates and non-prescription products;
the timing of, and the costs involved in, obtaining any regulatory approvals for our current and any
future products;
the number and characteristics of the products we pursue;
the cost of manufacturing our current and future products and any products we successfully
commercialize;
the cost of commercialization activities for Mytesi and Canalevia, if approved, including sales,
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marketing and distribution costs;
the expenses needed to attract and retain skilled personnel;
the costs associated with being a public company;
our ability to establish and maintain strategic collaborations, distribution or other arrangements and the
financial terms of such agreements; and
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing possible patent
claims, including litigation costs and the outcome of any such litigation.
•
•
•
•
Additional funds may not be available when we need them on terms that are acceptable to us, or at all or we
may not have sufficient authorized shares to raise additional capital. If adequate funds are not available to us on a
timely basis, we may be required to delay, limit, reduce or terminate one or more of our product development
programs or future commercialization efforts.
We are substantially dependent on the success of Mytesi, our current lead prescription drug product, and
Canalevia-CA1, our conditionally approved prescription drug product for CID in dogs, and Canalevia-CA2, our
candidate for EID in dogs. We cannot be certain that necessary approvals will be received for planned Mytesi and
Canalevia-CA1 follow-on indications or that these product candidates will be successfully commercialized, either
by us or any of our partners.
Other than Mytesi and Canalevia-CA1 (for which we have conditional approval), we currently do not have
regulatory approval for any of our prescription drug product candidates. Our current efforts are primarily focused on
the ongoing commercialization of Mytesi and Canalevia-CA1, and development efforts related to Mytesi and
Canalevia-CA1. With regard to Mytesi, we are focused on marketing the product in the United States as well as on
development efforts related to a follow-on indication for Mytesi in CTD, an important supportive care indication for
patients undergoing primary or adjuvant chemotherapy for cancer treatment, and symptomatic relief of COVID-
related diarrhea. Mytesi is also in development for other possible follow-on indications, including orphan drug
indications for symptomatic relief of diarrhea in infants and children with CDD and for adult and pediatric patients
with SBS; and for supportive care for diarrhea relief in IBD; IBS-D; and for idiopathic/functional diarrhea. With
regard to Canalevia-CA1, we are focused on the launch of the product in the United States for chemotherapy-induced
diarrhea in dogs. In addition, a second-generation proprietary anti-secretory agent is in development for cholera.
Mytesi previously received orphan-drug designation for SBS. Accordingly, our near term prospects, including our
ability to generate material product revenue, obtain any new financing if needed to fund our business and operations
or enter into potential strategic transactions, will depend heavily on the success of Mytesi and Canalevia-CA1.
Substantial time and capital resources have been previously devoted by third parties in the development of
crofelemer, the active pharmaceutical ingredient, or API, in Mytesi and Canalevia, and the development of the
botanical extract used in Equilevia and Neonorm. Both crofelemer and the botanical extract used in Equilevia and
Neonorm were originally developed at Shaman Pharmaceuticals, Inc. (“Shaman”), by certain members of our
management team, including Lisa A. Conte, our chief executive officer and president, and Steven R. King, Ph.D., our
executive vice president of sustainable supply, ethnobotanical research and intellectual property and secretary.
Shaman spent significant development resources before voluntarily filing for bankruptcy in 2001 pursuant to Chapter
11 of the U.S. Bankruptcy Code. The rights to crofelemer and the botanical extract used in Equilevia and Neonorm, as
well as other intellectual property rights, were subsequently acquired by Napo from Shaman in 2001 pursuant to a
court approved sale of assets. Ms. Conte founded Napo in 2001 and was the current interim chief executive officer of
Napo and a member of Napo’s board of directors prior to the Merger. While at Napo, certain members of our
management team, including Ms. Conte and Dr. King, continued the development of crofelemer. Following the
merger of Jaguar and Napo in July 2017, Napo became Jaguar’s wholly-owned subsidiary. If we are not successful in
the development and commercialization of Mytesi, our business and our prospects will be harmed.
43
The successful development and commercialization of Mytesi and Canalevia-CA1 will depend on a number
of factors, including the following:
•
•
•
•
•
•
•
our ability to demonstrate to the satisfaction of the FDA and any other regulatory bodies, the safety and
efficacy of Canalevia;
our ability and that of our contract manufacturers to manufacture supplies of Mytesi and Canalevia-CA1
and to develop, validate and maintain viable commercial manufacturing processes that are compliant
with current good manufacturing practices, or cGMPs, if required;
our ability to successfully market Mytesi and Canalevia-CA1, whether alone or in collaboration with
others;
the availability, perceived advantages, relative cost, relative safety and relative efficacy of our
prescription drug product candidates compared to alternative and competing treatments;
the acceptance of our prescription drug product candidates and non-prescription products as safe and
effective by physicians, veterinarians, patients, animal owners and the human and animal health
community, as applicable;
our ability to achieve and maintain compliance with all regulatory requirements applicable to our
business; and
our ability to obtain and enforce our intellectual property rights and obtain marketing exclusivity for our
prescription drug product candidates and non-prescription products, and avoid or prevail in any third-
party patent interference, patent infringement claims or administrative patent proceedings initiated by
third parties or the U.S. Patent and Trademark Office (“USPTO”).
Many of these factors are beyond our control. Accordingly, we may not be successful in developing or
commercializing Mytesi, Neonorm, Equilevia, Canalevia or any of our other potential products. If we are unsuccessful
or are significantly delayed in commercializing Mytesi, our business and prospects will be harmed and you may lose
all or a portion of the value of your investment in our common stock.
If we are not successful in identifying, licensing, developing and commercializing additional product candidates
and products, our ability to expand our business and achieve our strategic objectives could be impaired.
Although a substantial amount of our efforts is focused on the commercial performance of Mytesi and
Canalevia-CA1, a key element of our strategy is to identify, develop and commercialize a portfolio of products to
serve the gastrointestinal health market. Most of our potential products are based on our knowledge of medicinal
plants. Our current focus is primarily on product candidates whose active pharmaceutical ingredient or botanical
extract has been successfully commercialized or demonstrated to be safe and effective in human or animal trials. In
some instances, we may be unable to further develop these potential products because of perceived regulatory and
commercial risks. Even if we successfully identify potential products, we may still fail to yield products for
development and commercialization for many reasons, including the following:
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competitors may develop alternatives that render our potential products obsolete;
an outside party may develop a cure for any disease state that is the target indication for any of our
planned or approved drug products;
potential products we seek to develop may be covered by third-party patents or other exclusive rights;
a potential product may on further study be shown to have harmful side effects or other characteristics
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that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria;
a potential product may not be capable of being produced in commercial quantities at an acceptable cost,
or at all; and
a potential product may not be accepted as safe and effective by physicians, veterinarians, patients,
animal owners, key opinion leaders and other decision-makers in the gastrointestinal health market, as
applicable.
While we are developing specific formulations, including flavors, methods of administration, new patents
and other strategies with respect to our current potential products, we may be unable to prevent competitors from
developing substantially similar products and bringing those products to market earlier than we can. If such competing
products achieve regulatory approval and commercialization prior to our potential products, our competitive position
may be impaired. If we fail to develop and successfully commercialize other potential products, our business and
future prospects may be harmed and we will be more vulnerable to any problems that we encounter in developing and
commercializing our current potential products.
Mytesi faces significant competition from other pharmaceutical companies, both for its currently approved
indication and for planned follow-on indications, and our operating results will suffer if we fail to compete
effectively.
The development and commercialization of products for human gastrointestinal health is highly competitive
and our success depends on our ability to compete effectively with other products in the market. During the ongoing
commercialization of Mytesi for its currently approved indication, and during the future commercialization of Mytesi
for any planned follow-on indications, if such follow-on indications receive regulatory approval, we expect to
compete with major pharmaceutical and biotechnology companies that operate in the gastrointestinal space, such as
Takeda Pharmaceuticals, Allergan, Inc., Ironwood Pharmaceuticals, Inc., Synergy Pharmaceuticals Inc., Sebela
Pharmaceuticals, Inc. and Salix Pharmaceuticals.
Many of our competitors and potential competitors in the human gastrointestinal space have substantially
more financial, technical and human resources and greater ability to lower costs of manufacturing and sales and
marketing than we do. Many also have more experience in the development, manufacture, regulation and worldwide
commercialization of human gastrointestinal health products.
For these reasons, we cannot be certain that we and Mytesi can compete effectively.
We may be unable to obtain, or obtain on a timely basis, regulatory approval for our existing or future human or
animal prescription drug product candidates under applicable regulatory requirements, which would harm our
operating results.
The research, testing, manufacturing, labeling, approval, sale, marketing and distribution of human and
animal health products are subject to extensive regulation. We are typically not permitted to market our prescription
drug product candidates in the United States until we receive approval of the product from the FDA through the filing
of an NDA or NADA, as applicable. To gain approval to market a prescription drug, we must provide the FDA with
safety and efficacy data from pivotal trials that adequately demonstrate that our prescription drug product candidates
are safe and effective for the intended indications. Likewise, to gain approval to market an animal prescription drug
for a particular species, we must provide the FDA with safety and efficacy data from pivotal trials that adequately
demonstrate that our prescription drug product candidates are safe and effective in the target species (e.g., dogs, cats
or horses) for the intended indications. In addition, we must provide manufacturing data evidencing that we can
produce our product candidates in accordance with cGMPs. For the FDA, we must also provide data from toxicology
studies, also called target animal safety studies, and in some cases environmental impact data. In addition to our
internal activities, we will partially rely on contract research organizations (“CROs”), and other third parties to
conduct our toxicology studies and for certain other product development activities. The results of toxicology studies,
other initial development activities, and/or any previous studies in humans or animals conducted by us or third parties
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may not be predictive of future results of pivotal trials or other future studies, and failure can occur at any time during
the conduct of pivotal trials and other development activities by us or our CROs. Our pivotal trials may fail to show
the desired safety or efficacy of our prescription drug product candidates despite promising initial data or the results in
previous human or animal studies conducted by others. Success of a prescription drug product candidate in prior
animal studies, or in the treatment of humans, does not ensure success in subsequent studies. Clinical trials in humans
and pivotal trials in animals sometimes fail to show a benefit even for drugs that are effective because of statistical
limitations in the design of the trials or other statistical anomalies. Therefore, even if our studies and other
development activities are completed as planned, the results may not be sufficient to obtain a required regulatory
approval for a product candidate.
Regulatory authorities can delay, limit or deny approval of any of our prescription drug product candidates
for many reasons, including:
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if they disagree with our interpretation of data from our pivotal studies or other development efforts;
if we are unable to demonstrate to their satisfaction that our product candidate is safe and effective for
the target indication and, if applicable, in the target species;
if they require additional studies or change their approval policies or regulations;
if they do not approve of the formulation, labeling or the specifications of our current and future product
candidates; and
if they fail to approve the manufacturing processes of our third-party contract manufacturers.
Further, even if we receive a required approval, such approval maybe for a more limited indication than we
originally requested, and the regulatory authority may not approve the labeling that we believe is necessary or
desirable for successful commercialization.
Any delay or failure in obtaining any necessary regulatory approval for the intended indications of our
human or animal product candidates would delay or prevent commercialization of such product candidates and would
harm our business and our operating results.
The results of our earlier studies of Mytesi may not be predictive of the results in any future clinical trials and
species-specific formulation studies, respectively, and we may not be successful in our efforts to develop or
commercialize line extensions of Mytesi.
Our human and animal product pipeline includes a number of potential indications of Mytesi, our lead
prescription product. The results of our studies and other development activities and of any previous studies in
humans or animals conducted by us or third parties may not be predictive of future results of these clinical studies and
formulation studies, respectively. Failure can occur at any time during the conduct of these trials and other
development activities. Even if our formulation/clinical studies and other development activities are completed as
planned, the results may not be sufficient to pursue a particular line extension for Mytesi. Further, even if we obtain
promising results from our clinical trials or species-specific formulation studies, as applicable, we may not
successfully commercialize any line extension. Because line extensions are developed for a particular market, we may
not be able to leverage our experience from the commercial launch of Mytesi in new markets. If we are not successful
in developing and successfully commercializing these line extension products, we may not be able to grow our
revenue and our business may be harmed.
Development of prescription drug products is inherently expensive, time-consuming and uncertain, and any delay
or discontinuance of our current or future pivotal trials would harm our business and prospects.
Development of prescription drug products for human and animal gastrointestinal health remains an
inherently lengthy, expensive and uncertain process, and our development activities may not be successful. We do not
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know whether our current or planned pivotal trials for any of our product candidates will begin or conclude on time,
and they may be delayed or discontinued for a variety of reasons, including if we are unable to:
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address any safety concerns that arise during the course of the studies;
complete the studies due to deviations from the study protocols or the occurrence of adverse events;
add new study sites;
address any conflicts with new or existing laws or regulations; or
reach agreement on acceptable terms with study sites, which can be subject to extensive negotiation and
may vary significantly among different sites.
Further, we may not be successful in developing new indications for Mytesi and Canalevia-CA1, and
Neonorm may be subject to the same regulatory regime as prescription drug products in jurisdictions outside the
United States. Any delays in completing our development efforts will increase our costs, delay our development
efforts and approval process and jeopardize our ability to commence product sales and generate revenue. Any of these
occurrences may harm our business, financial condition and prospects. In addition, factors that may cause a delay in
the commencement or completion of our development efforts may also ultimately lead to the denial of regulatory
approval of our product candidates, which, as described above, would harm our business and prospects.
We will partially rely on third parties to conduct our development activities. If these third parties do not
successfully carry out their contractual duties, we may be unable to obtain regulatory approvals or commercialize
our current or future human or animal product candidates on a timely basis, or at all.
We will partially rely upon CROs to conduct our toxicology studies and for other development activities. We
intend to rely on CROs to conduct one or more of our planned pivotal trials. These CROs are not our employees, and
except for contractual duties and obligations, we have limited ability to control the amount or timing of resources that
they devote to our programs or manage the risks associated with their activities on our behalf. We are responsible for
ensuring that each of our studies is conducted in accordance with the development plans and trial protocols presented
to regulatory authorities. Any deviations by our CROs may adversely affect our ability to obtain regulatory approvals,
subject us to penalties or harm our credibility with regulators. The FDA and foreign regulatory authorities also require
us and our CROs to comply with regulations and standards, GCPs or GLPs, for conducting, monitoring, recording and
reporting the results of our studies to ensure that the data and results are scientifically valid and accurate.
Agreements with CROs generally allow the CROs to terminate in certain circumstances with little or no
advance notice. These agreements generally will require our CROs to reasonably cooperate with us at our expense for
an orderly winding down of the CROs’ services under the agreements. If the CROs conducting our studies do not
comply with their contractual duties or obligations, or if they experience work stoppages, do not meet expected
deadlines, or if the quality or accuracy of the data they obtain is compromised, we may need to secure new
arrangements with alternative CROs, which could be difficult and costly. In such event, our studies also may need to
be extended, delayed or terminated as a result, or may need to be repeated. If any of the foregoing were to occur,
regulatory approval, if required, and commercialization of our product candidates may be delayed and we may be
required to expend substantial additional resources.
Even if we obtain regulatory approval for planned follow-on indications of crofelemer, Canalevia or our other
product candidates, they may never achieve market acceptance. Further, even if we are successful in the ongoing
commercialization of Mytesi and Canalevia, we may not achieve commercial success.
If we obtain necessary regulatory approvals for planned follow-on indications of crofelemer or our other
product candidates, such products may still not achieve market acceptance and may not be commercially successful.
Market acceptance of Mytesi, Canalevia, and any of our other products depends on a number of factors, including:
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the safety of our products as demonstrated in our target animal studies;
the indications for which our products are approved or marketed;
the potential and perceived advantages over alternative treatments or products, including generic
medicines and competing products currently prescribed by physicians or veterinarians, as applicable,
and, in the case of animal products, products approved for use in humans that are used extra-label in
animals;
the acceptance by physicians, veterinarians, companion animal owners, as applicable, of our products as
safe and effective;
the cost in relation to alternative treatments and willingness on the part of physicians, veterinarians,
patients and animal owners, as applicable, to pay for our products;
the prevalence and severity of any adverse side effects of our products;
the relative convenience and ease of administration of our products; and
the effectiveness of our sales, marketing and distribution efforts.
Any failure by Mytesi or Canalevia to achieve market acceptance or commercial success would harm our
financial condition and results of operations.
Human and animal gastrointestinal health products are subject to unanticipated post-approval safety or efficacy
concerns, which may harm our business and reputation.
The success of our commercialization efforts will depend upon the perceived safety and effectiveness of
human and animal gastrointestinal health products, in general, and of our products, in particular. Unanticipated safety
or efficacy concerns can subsequently arise with respect to approved prescription drug products, such as Mytesi, or
non-prescription products, such as Neonorm, which may result in product recalls or withdrawals or suspension of
sales, as well as product liability and other claims. Any safety or efficacy concerns, or recalls, withdrawals or
suspensions of sales of our products could harm our reputation and business, regardless of whether such concerns or
actions are justified.
Future federal and state legislation may result in increased exposure to product liability claims, which could result
in substantial losses.
Under current federal and state laws, companion and production animals are generally considered to be the
personal property of their owners and, as such, the owners’ recovery for product liability claims involving their
companion and production animals may be limited to the replacement value of the animal. Companion animal owners
and their advocates, however, have filed lawsuits from time to time seeking non-economic damages such as pain and
suffering and emotional distress for harm to their companion animals based on theories applicable to personal injuries
to humans. If new legislation is passed to allow recovery for such non-economic damages, or if precedents are set
allowing for such recovery, we could be exposed to increased product liability claims that could result in substantial
losses to us if successful. In addition, some horses can be worth millions of dollars or more, and product liability for
horses may be very high. While we currently have product liability insurance, such insurance may not be sufficient to
cover any future product liability claims against us.
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If we fail to retain current members of our senior management, or to identify, attract, integrate and retain
additional key personnel, our business will be harmed.
Our success depends on our continued ability to attract, retain and motivate highly qualified management and
scientific personnel. We are highly dependent upon our senior management, particularly Lisa A. Conte, our president
and Chief Executive Officer. The loss of services of any of our key personnel would cause a disruption in our ability
to develop our current or future product pipeline and commercialize our products and product candidates. Although
we have offer letters with these key members of senior management, such agreements do not prohibit them from
resigning at any time. For example, the resignation of our former Chief Financial Officer and Treasurer, Karen
Wright, in August 2019, caused us to incur additional expenses and expend resources to ensure a smooth transition
with her successor, which diverted management attention away from executing our operational plan during this
period. To help attract, retain, and motivate qualified management and other personnel, we use share-based incentive
awards such as employee stock options and restricted stock units. However, given the volatility in our stock price, it
may be more difficult and expensive to recruit and retain employees, particularly senior management, through grants
of stock or stock options. If our share-based compensation ceases to be viewed as a valuable benefit, our ability to
attract, retain, and motivate qualified management and other personnel could be weakened, which could harm our
results of operations and adversely affect the timing or outcomes of our current and planned studies, as well as the
prospects for commercializing our products.
In addition, competition for qualified personnel in the human gastrointestinal health field is intense because
there are a limited number of individuals who are trained or experienced in the field. We will need to hire additional
personnel as we expand our product development and commercialization activities. Even if we are successful in hiring
qualified individuals, as we are a growing organization, we do not have a track record for integrating and retaining
individuals. If we are not successful in identifying, attracting, integrating or retaining qualified personnel on
acceptable terms, or at all, our business will be harmed.
We are dependent on two suppliers for the raw material used to produce the active pharmaceutical ingredient in
Mytesi and Canalevia. The termination of either of these contracts would result in a disruption to product
development and our business will be harmed.
The raw material used to manufacture Mytesi and Canalevia-CA1 is CPL derived from the Croton lechleri
tree, which is found in countries in South America, principally Peru. The ability of our contract suppliers to harvest
CPL is governed by the terms of their respective agreements with local government authorities. Although CPL is
available from multiple suppliers, we only have contracts with two suppliers to obtain CPL and arrange the shipment
to our contract manufacturer. Accordingly, if our contract suppliers do not or are unable to comply with the terms of
our respective agreements, and we are not able to negotiate new agreements with alternate suppliers on terms that we
deem commercially reasonable, it may harm our business and prospects. The countries from which we obtain CPL
could change their laws and regulations regarding the export of the natural products or impose or increase taxes or
duties payable by exporters of such products. Restrictions could be imposed on the harvesting of the natural products
or additional requirements could be implemented for the replanting and regeneration of the raw material. Such events
could have a significant impact on our cost and ability to produce Mytesi, Canalevia-CA1 and anticipated line
extensions.
We are dependent upon third-party contract manufacturers, both for the supply of the active pharmaceutical
ingredient in Mytesi and Canalevia-CA1, as well as for the supply of finished products for commercialization.
We are in negotiations with Indena for the purification of the CPL received from our suppliers into the API
used to manufacture Canalevia-CA1 and Mytesi , as well as the botanical extract in Neonorm. Indena has never
manufactured either such ingredient to commercial scale. Glenmark is the current manufacturer of crofelemer, the
active API in Canalevia-CA1and Mytesi. As announced in October of 2015, we have entered into an agreement with
Patheon, a provider of drug development and delivery solutions, under which Patheon provides enteric-coated tablets
to us for use in humans and animals. We also may contract with additional third parties for the formulation and supply
of finished products, which we will use in our planned studies and commercialization efforts.
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We are dependent upon our contract manufacturers for the supply of the API in Mytesi and Canalevia-CA1.
We currently have sufficient quantities of the API used in Mytesi and Canalevia to support our projected sales efforts.
We are working with our contract manufacturers to increase API manufacturing capacity of the API to support the
sales forecast for 2022 and beyond. If our contract manufacturer cannot manufacture sufficient quantities of the API in
a timely manner, we could suffer losses due to lost sales opportunities. We currently have sufficient quantities of the
botanical extract used in Neonorm and Equilevia to support planned commercialization efforts for Neonorm and
Equilevia. If we are not successful in reaching agreements with third parties on terms that we consider commercially
reasonable for manufacturing and formulation of Mytesi and Canalevia-CA1, or if our contract manufacturer and
formulator are not able to produce sufficient quantities or quality of the Mytesi and Canalevia-CA1 API or finished
product under their agreements, it could delay our plans and harm our business prospects. For example, as a result of
the outbreak in 2020 of SARS-CoV-2, the virus that causes COVID-19, that originated in Wuhan, China and then
spread globally, our suppliers and contract manufacturer could be disrupted by worker absenteeism, quarantines, or
other travel or health-related restrictions or could incur increased costs associated with ensuring the safety and health
of their personnel. If our suppliers or contract manufacturer is so affected, our supply chain could be disrupted, our
product shipments could be delayed, our costs could be increased and our business could be adversely affected.
The facilities used by our third-party contractors are subject to inspections, including by the FDA, and other
regulators, as applicable. We also depend on our third-party contractors to comply with cGMPs. If our third-party
contractors do not maintain compliance with these strict regulatory requirements, they and we will not be able to
secure or maintain regulatory approval for their facilities, which would have an adverse effect on our operations. In
addition, in some cases, we also are dependent on our third-party contractors to produce supplies in conformity to our
specifications and maintain quality control and quality assurance practices and not to employ disqualified personnel. If
the FDA or a comparable foreign regulatory authority does not approve the facilities of our third-party contractors if
so required, or if it withdraws any such approval in the future, we may need to find alternative manufacturing or
formulation facilities, which could result in delays in our ability to develop or commercialize our products, if at all.
We and our third-party contractors also may be subject to penalties and sanctions from the FDA and other regulatory
authorities for any violations of applicable regulatory requirements. The European Medicines Agency (the “EMA”),
employ different regulatory standards than the FDA, so we may require multiple manufacturing processes and
facilities for the same product candidate or any approved product. We are also exposed to risk if our third-party
contractors do not comply with the negotiated terms of our agreements, or if they suffer damage or destruction to their
facilities or equipment.
If we are unable to establish sales capabilities on our own or through third parties, we may not be able to market
and sell our current or future human products and product candidates, if approved, and generate product or other
revenue.
We currently have limited sales, marketing or distribution capabilities, and prior to Napo’s launch of Mytesi
for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy, and our launch
of Neonorm for pre-weaned dairy calves and Canalevia for chemotherapy-induced diarrhea in dogs, we had no
experience in the sale, marketing and distribution of human or animal health products. There are significant risks
involved in building and managing a sales organization, including our potential inability to attract, hire, retain and
motivate qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing
personnel and effectively oversee a geographically dispersed sales and marketing team. Any failure or delay in the
development of our internal sales, marketing and distribution capabilities and entry into adequate arrangements with
distributors or other partners would adversely impact the commercialization of Mytesi, and Canalevia-CA1. If we are
not successful in commercializing Mytesi and/or Canalevia-CA1, for their respective currently approved or
conditionally approved indications or for any potential follow-on indications, either on our own or through one or
more distributors, or in generating upfront licensing or other fees, including through the previously announced
licensing arrangement between Napo Pharmaceuticals, Inc. and Napo Therapeutics S.p.A., we may never generate
significant revenue and may continue to incur significant losses, which would harm our financial condition and results
of operations.
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We will need to increase the size of our organization and may not successfully manage such growth.
As of December 31, 2021, we had 52 employees. Our ability to manage our growth effectively will require us
to hire, train, retain, manage and motivate additional employees and to implement and improve our operational,
financial and management systems. These demands also may require the hiring of additional senior management
personnel or the development of additional expertise by our senior management personnel. If we fail to expand and
enhance our operational, financial and management systems in conjunction with our potential future growth, it could
harm our business and operating results.
Canalevia-CA1 and, our animal health prescription drug product candidates, if approved, may be marketed in the
United States only in the target animals and for the indications for which they are approved, and if we want to
expand the approved animals or indications, it will need to obtain additional approvals, which may not be granted.
We may market or advertise Canalevia-CA1 and our animal health prescription drug product candidates are
approved by regulatory authorities, only in the specific species and for treatment of the specific indications for which
they were approved, which could limit use of the products by veterinarians and animal owners. We intend to develop,
promote and commercialize approved products for new animal treatment indications in the future, but we cannot be
certain whether or at what additional time and expense we will be able to do so. If we do not obtain marketing
approvals for new indications, our ability to expand our animal health business may be harmed.
Under the Animal Medicinal Drug Use Clarification Act of 1994, veterinarians are permitted to prescribe
extra-label uses of fully approved animal drugs and approved human drugs for animals under certain conditions.
While veterinarians may in the future prescribe and use human-approved products or use our products for extra-label
uses, we may not promote our animal health products for extra-label uses. We note that extra-label uses are uses for
which the product has not received approval. If the FDA determines that any of our marketing activities constitute
promotion of an extra-label use, we could be subject to regulatory enforcement, including seizure of any misbranded
or mislabeled drugs, and civil or criminal penalties, any of which could have an adverse impact on our reputation and
expose us to potential liability. We will continue to spend resources ensuring that our promotional claims for our
animal health products and product candidates remain compliant with applicable FDA laws and regulations, including
materials we post or link to on our website. For example, in 2012, our Chief Executive Officer received an “untitled
letter” from the FDA while at Napo regarding preapproval promotion statements constituting misbranding of
crofelemer, which was then an investigational drug. These statements were included in archived press releases
included on Napo’s website. Napo was required to expend time and resources to revise its website to remove the links
in order to address the concerns raised in the FDA’s letter.
The misuse or extra-label use of Mytesi, Canalevia and our human or animal prescription drug product candidates
approved by regulatory authorities, may harm our reputation or result in financial or other damages.
If our human or animal prescription drug product candidates are approved by regulatory authorities, there
may be increased risk of product liability if physicians, veterinarians, patients, animal owners or others, as applicable,
attempt to use such products extra-label, including the use of our products for indications or in species for which they
have not been approved. Furthermore, the use of an approved human or animal drug such as Mytesi and Canalevia for
indications other than those indications for which such products have been approved may not be effective, which
could harm our reputation and lead to an increased risk of litigation. If we are deemed by a governmental or regulatory
agency to have engaged in the promotion of any approved human or animal product for extra-label use, such agency
could request that we modify our training or promotional materials and practices and we could be subject to
significant fines and penalties, and the imposition of these sanctions could also affect our reputation and position
within the gastrointestinal health industry. Any of these events could harm our reputation and our operating results.
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We may be unable to obtain, or obtain on a timely basis, a renewal of conditional approval for Canalevia-CA1, or
to eventually obtain full regulatory approval of Canalevia-CA1, which would harm our operating results.
On December 21, 2021, the FDA conditionally approved Canalevia-CA1 (crofelemer delayed-release tablets)
for the treatment of CID in dogs under application number 141-552. FDA’s conditional approval allows the Company
to legally sell Canalevia-CA1 before proving it meets the “substantial evidence” standard of effectiveness for full
approval. The Company may request renewal of the conditional approval annually for up to four more years, for a
total of five years of conditional approval. To receive a renewal from FDA, the Company must show active progress
toward proving “substantial evidence of effectiveness” for full approval.
If FDA grants all four annual renewals, the Company has up to four-and-a-half years to develop and submit
the necessary data to complete the effectiveness requirement. If the Company does not submit all necessary
information to support full approval of Canalevia-CA1 by this four-and-a-half-year deadline, the conditional approval
terminates immediately. The Company would then be required to stop marketing the drug because it would be
considered to be unapproved.
If the Company submits the necessary information before the four-and-a-half-year deadline, the conditional
approval period runs another six months, for a total of five years, while FDA reviews the application for full approval.
The conditional approval automatically terminates five years after the date of the initial conditional approval. If FDA
does not fully approve the drug before the five-year termination date, the Company would then have to stop marketing
the drug because it would be considered to be unapproved.
We may not maintain the benefits associated with MUMS designation, including market exclusivity.
Although we have received MUMS designation for Canalevia-CA1 for the treatment of CID in dogs, we may
not maintain the benefits associated with MUMS designation. MUMS designation is a status similar to “orphan drug”
status for human drugs. When we were granted MUMS designation for Canalevia-CA1 for the indication of CID in
dogs, we became eligible for incentives to support the approval or conditional approval of the designated use. This
designation does not allow us to commercialize a product until such time as we obtain approval or conditional
approval of the product.
Because Canalevia-CA1 has received MUMS designation for the identified particular intended use, we are
eligible to obtain seven years of exclusive marketing rights upon approval (or conditional approval) of Canalevia-CA1
for that intended use and become eligible for grants to defray the cost of our clinical work. Each designation that is
granted must be unique, i.e., only one designation can be granted for a particular API in a particular dosage form for a
particular intended use. The intended use includes both the target species and the disease or condition to be treated.
At some point, we could lose MUMS designation. The basis for a lost designation can include but is not
limited to, our failure to engage with due diligence in moving forward with a non-conditional approval. In addition,
MUMS designation may be withdrawn for a variety of reasons such as where the FDA determines that the request for
designation was materially defective, or if the manufacturer is unable to assure sufficient quantity of the prescription
drug product to meet the needs of animals with the rare disease or condition. If this designation is lost, it could have a
negative impact on the product and us, which includes but is not limited to, market exclusivity related to MUMS
designation, or eligibility for grants as a result of MUMS designation.
The market for our human and animal products, and the gastrointestinal health market as a whole, is uncertain
and may be smaller than we anticipate, which could lead to lower revenue and harm our operating results.
It is very difficult to estimate the commercial potential of any of our human or animal products because the
gastrointestinal health market continues to evolve and it is difficult to predict the market potential for our products.
The market will depend on important factors such as safety and efficacy compared to other available treatments,
changing standards of care, preferences of physicians, as applicable, the willingness of patients, as applicable, to pay
for such products, and the availability of competitive alternatives that may emerge either during the product
development process or after commercial introduction. If the market potential for our human or animal products is less
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than we anticipate due to one or more of these factors, it could negatively impact our business, financial condition and
results of operations. Further, the willingness of patients to pay for our products may be less than we anticipate, and
may be negatively affected by overall economic conditions.
Insurance coverage for Mytesi for its current approved indication could decrease or end, or Mytesi might not
receive insurance coverage for any approved follow-on indications, which could lead to lower revenue and harm
our operating results.
For its current approved indication, Mytesi is currently reimbursed by almost all of commercial and Medicare
insurance plans. Mytesi is currently covered on Medicaid in all 50 states. However, the nature or extent of coverage
for Mytesi by any of these plans or programs could change or be terminated, or Mytesi might not receive insurance
coverage for any approved follow-on indications. Either outcome could lead to significantly lower revenue and
significantly harm our operating results.
We may engage in future acquisitions that increase our capital requirements, dilute our stockholders, cause us to
incur debt or assume contingent liabilities and subject us to other risks.
We may evaluate various strategic transactions, including licensing or acquiring complementary products,
technologies or businesses. Any potential acquisitions may entail numerous risks, including increased operating
expenses and cash requirements, assimilation of operations and products, retention of key employees, diversion of our
management’s attention and uncertainties in our ability to maintain key business relationships of the acquired entities.
In addition, if we undertake acquisitions, we may issue dilutive securities, assume or incur debt obligations, incur
large one-time expenses and acquire intangible assets that could result in significant future amortization expense.
Moreover, we may not be able to locate suitable acquisition opportunities and this inability could impair our ability to
grow or obtain access to technology or products that may be important to the development of our business.
Certain of the countries in which we plan to commercialize our products in the future are developing countries,
some of which have potentially unstable political and economic climates.
We may commercialize our products in jurisdictions that are developing and emerging countries. This may
expose us to the impact of political or economic upheaval, and we could be subject to unforeseen administrative or
fiscal burdens. At present, we are not insured against the political and economic risks of operating in these countries.
Any significant changes to the political or economic climate in any of the developing countries in which we operate or
plan to sell products either now or in the future may have a substantial adverse effect on our business, financial
condition, trading performance and prospects.
Fluctuations in the exchange rate of foreign currencies could result in currency transactions losses.
As we expand our operations, we expect to be exposed to risks associated with foreign currency exchange
rates. We anticipate that we may commercialize Mytesi and Canalevia-CA1 and its line extensions in jurisdictions
outside the United States. As a result, we may also be further affected by fluctuations in exchange rates in the future to
the extent that sales are denominated in currencies other than U.S. dollars. We do not currently employ any hedging or
other strategies to minimize this risk, although we may seek to do so in the future.
Laws and regulations governing global trade compliance could adversely impact our business.
The U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and the Bureau of
Industry and Security (“BIS”) at the U.S. Department of Commerce, administer certain laws and regulations that
restrict U.S. persons and, in some instances, non-U.S. persons, in conducting activities, transacting business with or
making investments in certain countries, governments, entities and individuals subject to U.S. economic sanctions. In
addition, engaging in sales activities to foreign governments introduces additional compliance risks, including risks
specific to anti-bribery regulations, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the
FCPA, the U.K. Bribery Act 2010 and other similar statutory requirements prohibiting bribery and corruption in the
jurisdictions in which we operate. The FCPA prohibits U.S. corporations and their representatives from offering,
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promising, authorizing or making payments to any foreign government official, government staff member, political
party or political candidate in an attempt to obtain or retain business abroad. The scope of the FCPA includes
interactions with certain healthcare professionals in many countries. Other countries have enacted similar anti-
corruption laws and/or regulations.
Our international operations subject us to these laws and regulations, which are complex, restrict our business
dealings with certain countries, governments, entities, and individuals, and are constantly changing. Further
restrictions may be enacted, amended, enforced or interpreted in a manner that materially impacts our operations.
Violations of these regulations are punishable by civil penalties, including fines, denial of export privileges,
injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as
criminal fines and imprisonment. We have established policies and procedures designed to assist with our compliance
with such laws and regulations. However, there can be no assurance that our policies and procedures will prevent us
from violating these regulations in every transaction in which we may engage, or that any businesses that we may
acquire have complied with such regulations, and such a violation could adversely affect our reputation, business,
financial condition, results of operations and cash flows.
There are other gastrointestinal-focused human pharmaceutical companies, and we face competition in the
marketplaces in which we operate or plan to operate.
Our commercial success in the human drug arena remains dependent on maintaining or establishing a
competitive position in the market for the current, approved specialty indication of Mytesi as well as for planned
Mytesi follow-on indications. In the IBS-D market in particular, several competitors have commercially available
products approved for our planned IBS-D indication. The availability of our competitors’ products could limit the
demand, and the price we are able to charge, for any drug candidate we develop. The inability to compete with
existing or subsequently introduced drug candidates would have a material adverse impact on our business, financial
condition and prospects.
Our obligations to Streeterville are secured by a security interest in all of Napo’s lechlemer assets, so if we default
on those obligations, Streeterville could foreclose on our assets.
Our obligations under the secured promissory note issued to Streeterville Capital, LLC (“Streeterville”) are
secured by a first priority security interest in all existing and future lechlemer technology held by Napo, including
intellectual property, as provided in the Security Agreement, dated January 19, 2021 between Napo and Streeterville.
As a result, if we default on our obligations under these agreements, Streeterville could foreclose on its security
interests and liquidate some or all of these assets, which would harm our plans to develop and commercialize
lechlemer, financial condition and results of operations and could require us to reduce or cease operations with respect
to lechlemer.
Our royalty interests require us to make minimum royalty payments, even if we do not sell a sufficient amount of
products to cover such payments, which may strain our cash resources.
Since March 2020, we have sold royalty interests to certain lenders that entitle such lenders to receive future
royalties on sales of our products. These royalty interests require us to make minimum royalty payments beginning
2021, even if we do not sell a sufficient amount of product to cover such payments, which may strain our cash
resources. The total minimum royalty payments will be $6.0 million in 2022, $18.0 million in 2023, $13.9 million in
2024, $7.10 million 2025, and $3.9 million in 2026.
Failure in our information technology systems, including by cyber-attacks or other data security incidents, could
significantly disrupt our operations.
Our operations depend, in part, on the continued performance of our information technology systems. Our
information technology systems are potentially vulnerable to physical or electronic break-ins, computer viruses,
phishing attacks and other types of disruptions. We have and continue to experience cyber-attacks of varying degrees.
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Our security measures may also be breached due to employee error, malfeasance, system errors or other
vulnerabilities. Such breach or unauthorized access or attempts by outside parties to fraudulently induce employees or
users to disclose sensitive information in order to gain access to our data could result in significant legal and financial
exposure, and damage to our reputation that could potentially have an adverse effect on our business. Because the
techniques used to obtain unauthorized access, or sabotage systems change frequently, become more sophisticated,
and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to
implement adequate preventative measures. Additionally, cyber-attacks could also compromise trade secrets and other
sensitive information and result in such information being disclosed to others and becoming less valuable, which
could negatively affect our business. Although we have information technology security systems, a successful
cybersecurity attack or other data security incident could result in the misappropriation and/or loss of confidential or
personal information, create system interruptions, deploy malicious software that attacks our systems, or result in
financial losses. It is possible that a cybersecurity attack might not be noticed for some period of time. The occurrence
of a cyber security attack or incident could result in business interruptions from the disruption of our information
technology systems, or negative publicity resulting in reputational damage with our shareholders and other
stakeholders and/or increased costs to prevent, respond to or mitigate cybersecurity events. In addition, the
unauthorized dissemination of sensitive personal information or proprietary or confidential information could expose
us or other third-parties to regulatory fines or penalties, litigation and potential liability, or otherwise harm our
business.
The novel coronavirus global pandemic could adversely impact our business, including our supply chain, clinical
trials and commercialization of Mytesi and Canalevia.
As a result of the outbreak of SARS-CoV-2, the virus that causes COVID-19, we may experience disruptions
that could severely impact our supply chain, ongoing and future clinical trials and commercialization of Mytesi and
Canalevia. For example, COVID-19 has resulted in increased travel restrictions and the shutdown or delay of business
activities in various regions, including certain activities of our contract manufacturers in India and in Italy. To the
extent our suppliers and contract manufacturer are unable to comply with their obligations under our agreements with
them or they are otherwise unable to deliver or are delayed in delivering raw materials, Mytesi and Canalevia API or
finished products to us due to COVID-19, our ability to continue meeting commercial demand for Mytesi and
Canalevia in the United States or advancing development of our product candidates may become impaired. Travel
restrictions and shutdowns in business operations as a result of the outbreak may also limit our ability to pursue
business development activities, including limiting onsite diligence of manufacturing facilities owned or operated by
the Company and our contractors.
Such travel restrictions and shutdowns in business operations may also adversely impact our
commercialization of Mytesi and Canalevia, including limiting the ability of our marketing and sales force to engage
with healthcare providers and patient groups, and could result in patients postponing visits to healthcare provider
facilities, healthcare providers temporarily closing their offices or restricting patient visits, pharmacies being closed or
suffering supply chain disruptions, healthcare provider and/or pharmacy employees being unavailable and general
disruptions in the operations of payors, distributors, logistics providers and other third parties that are necessary for
Mytesi to be prescribed and reimbursed.
COVID-19 continues to rapidly evolve. The extent to which COVID-19, and mutated variants of SARS-
CoV-2 – the virus that causes COVID-19, may impact our business, including our supply chain, clinical trials,
commercialization of Mytesi and Canalevia and distribution channels, will depend on future developments, which are
highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the pandemic, the
duration of the pandemic, travel restrictions and social distancing in the United States and other countries, business
closures or business disruptions and the effectiveness of actions taken in the United States and other countries to
contain and treat the pandemic.
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Long-term remote work arrangements may adversely affect our business.
Many of our employees have been working remotely the past year and will continue to do so this year. An
extended period of remote work arrangements could strain our business continuity plans, introduce operational risk,
including but not limited to cyber-security risks, impair the effectiveness of our internal controls over financial
reporting and impact our ability to manage our business.
Substantially all of our revenue for recent periods has been received from three customers.
Substantially all of our revenue has been derived from three customers. Except for the shelter-in-place
mandate, we have not been made aware by our customers if they have experienced other issues arising due to
COVID-19 that may materially impact our financial condition, liquidity or results of operations. We will continue to
have dialogues with our customers.
We are subject to state laws in California that require gender and diversity quotas for boards of directors of public
companies headquartered in California.
In September 2018, California enacted SB 826, requiring public companies headquartered in California to
maintain minimum female representation on their boards of directors as follows: by December 31, 2019, public
company boards must have a minimum of one female director; by December 31, 2021, public company boards with
five members will be required to have at least two female directors, and public company boards with six or more
members will be required to have at least three female directors.
Additionally, on September 30, 2020, California enacted AB 979, requiring public companies with principal
executive offices in California to each have at least one director from an underrepresented community based on
ethnicity and sexual orientation by December 31, 2021. By December 31, 2022, each of these companies will be
required to have at least two directors from such underrepresented communities if such company has more than four
but fewer than nine directors, or at least three directors from underrepresented communities if the company has nine or
more directors.
Our board of directors currently includes one female director. As a result, we are currently not in compliance
with either law. An initial violation of either law can result in a fine from the California Secretary of State in the
amount of $100,000, with each subsequent violation resulting in a fine of $300,000. We cannot assure that we can
recruit, attract and/or retain qualified members of the board and continue to meet gender and diversity quotas as
required by California law, which may cause certain investors to divert their holdings in our securities and expose us
to financial penalties and/or reputational harm.
Risks Related to Intellectual Property
We cannot be certain that our patent strategy will be effective to protect against competition.
Our commercial success depends in large part on obtaining and maintaining patent, trademark and trade
secret protection of our human or animal products, both prescription and non-prescription, our current human or
animal product candidates and any future human or animal product candidates, and their respective components,
formulations, methods used to manufacture them and methods of treatment, as well as successfully defending our
patents and other intellectual property rights against third-party challenges. Our ability to stop unauthorized third
parties from making, using, selling, offering to sell or importing our products or our product candidates is dependent
upon the extent to which we have rights under valid and enforceable patents, trade secrets and other similar
intellectual property that cover these activities. The patent prosecution process is expensive and time-consuming, and
we may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or
in a timely manner. It is also possible that we will fail to identify patentable aspects of inventions made in the course
of development and commercialization activities in time to obtain patent protection on them.
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We have a portfolio of United States and foreign issued patents and pending applications related to our
products and product candidates. We have three issued United States patents listed in the FDA’s Orange Book for
Mytesi. We plan to rely on certain of these issued patents as protection for Canalevia. The strength of patents in the
field of pharmaceuticals and animal health involves complex legal and scientific questions and can be uncertain. We
cannot be certain that pending applications will issue as patents. For those patents that are already issued and even if
other patents do successfully issue, third parties may challenge their validity, enforceability or scope, which may
result in such patents being narrowed, invalidated or held unenforceable. Furthermore, even if they are unchallenged,
our patents may not adequately protect our intellectual property or prevent others from designing around their claims.
If the patents we have are not maintained or their scope is significantly narrowed or if we are not able to obtain issued
patents from pending applications, our business and prospects would be harmed.
The Leahy-Smith America Invents Act, patent reform legislation enacted in 2011, could increase the
uncertainties and costs surrounding the prosecution of any patent applications and the enforcement or defense of any
patents that issue. The Leahy-Smith Act introduced significant changes to U.S. patent law. These include provisions
that affect the way patent applications are prosecuted, redefine prior art, may affect patent litigation, and switch the
U.S. patent system from a “first-to-invent” system to a “first-to-file” system. Under a “first-to-file” system, assuming
the other requirements for patentability are met, the first inventor to file a patent application generally is entitled to the
patent on an invention regardless of whether another inventor had made the invention earlier. The USPTO developed
regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to
patent law associated with the Leahy-Smith Act, and in particular, the first-to-file provisions, became effective on
March 16, 2013. Among some of the other changes to the patent laws are changes that limit where a patentee may file
a patent infringement suit and that provide opportunities for third parties to challenge any issued patent in the USPTO.
The Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of
our patent applications and the enforcement or defense of our patents and any other patents that issue, all of which
could harm our business and financial condition.
Obtaining and maintaining our patent protection depends on compliance with various procedural, document
submission, fee payment and other requirements imposed by governmental patent agencies, and our patent
protection could be reduced or eliminated for non-compliance with these requirements.
Periodic maintenance and annuity fees on any issued patent and, in certain jurisdictions, pending
applications, are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the
patent. The USPTO and various foreign governmental patent agencies require compliance with a number of
procedural, documentary, fee payment and other similar provisions during the patent application process. While an
inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the
applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or
patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance
events that could result in abandonment or lapse of a patent or patent application include failure to respond to official
actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal
documents. If we fail to maintain the patents and patent applications covering our prescription drug products,
prescription drug product candidates and non-prescription products, our competitors might be able to enter the market,
which would harm our business.
Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, which
would be costly, time-consuming and, if successfully asserted against us, delay or prevent the development and
commercialization of our current or future products and product candidates.
Our research, development and commercialization activities may infringe or otherwise violate or be claimed
to infringe or otherwise violate patents owned or controlled by other parties. There may be patents already issued of
which we are unaware that might be infringed by a product or one of our current or future prescription drug product
candidates or non-prescription products. Moreover, it is also possible that patents may exist that we are aware of, but
that we do not believe are relevant to our current or future prescription drug product candidates or non-prescription
products, which could nevertheless be found to block our freedom to market these products. Because patent
applications can take many years to issue and may be confidential for 18 months or more after filing, there may be
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applications now pending of which we are unaware and which may later result in issued patents that may be infringed
by our current or future prescription drug product candidates or non-prescription products. We cannot be certain that
our products, current or future prescription drug product candidates or non-prescription products will not infringe
these or other existing or future third-party patents. In addition, third parties may obtain patents in the future and claim
that use of our technologies infringes upon these patents.
To the extent we become subject to future third-party claims against us or our collaborators, we could incur
substantial expenses and, if any such claims are successful, we could be liable to pay substantial damages, including
treble damages and attorney’s fees if we or our collaborators are found to be willfully infringing a third party’s
patents. If a patent infringement suit were brought against us or our collaborators, we or they could be forced to stop
or delay research, development, manufacturing or sales of the human or animal prescription drug or non-prescription
product that is the subject of the suit. Even if we are successful in defending such claims, infringement and other
intellectual property claims can be expensive and time-consuming to litigate and divert management’s attention from
our business and operations. As a result of or in order to avoid potential patent infringement claims, we or our
collaborators may be compelled to seek a license from a third party for which we would be required to pay license
fees or royalties, or both. Moreover, these licenses may not be available on acceptable terms, or at all. Even if we or
our collaborators were able to obtain such a license, the rights may be nonexclusive, which could allow our
competitors access to the same intellectual property. Any of these events could harm our business and prospects.
Our proprietary position depends upon the botanical guidance of our drug approval and patents that are
formulation or method-of-use patents, which do not prevent a competitor from using the same human or animal
drug for another use.
Composition-of-matter patents on the API in prescription drug products are generally considered to be the
strongest form of intellectual property protection because such patents provide protection without regard to any
particular method of use or manufacture or formulation of the API used. The composition-of-matter patents for
crofelemer, the API in Mytesi and Canalevia-CA1, have expired, and the issued patents and applications relevant to
our products and product candidates cover methods of use for crofelemer and the botanical extract in Neonorm and
Equilevia.
Method-of-use patents protect the use of a product for the specified method and formulation patents cover
formulations of the API or botanical extract. These types of patents do not prevent a competitor from developing or
marketing an identical product for an indication that is outside the scope of the patented method or from developing a
different formulation that is outside the scope of the patented formulation. Moreover, with respect to method-of-use
patents, even if competitors do not actively promote their product for our targeted indications or uses for which we
may obtain patents, physicians may recommend that patients use our products extra-label, and veterinarians may
recommend that animal owners use these products extra-label, or animal owners may do so themselves. Although
extra-label use may infringe or contribute to the infringement of method-of-use patents, the practice is common and
such infringement is difficult to prevent or prosecute.
We may be involved in lawsuits to protect or enforce our patents, which could be expensive, time-consuming and
unsuccessful, and third parties may challenge the validity or enforceability of our patents and they may be
successful.
We intend to rely upon a combination of regulatory exclusivity periods, patents, trade secret protection, and
confidentiality agreements to protect the intellectual property related to Mytesi, our current prescription drug product
candidates, non-prescription products and our development programs.
If the breadth or strength of protection provided by any patents, patent applications or future patents we may
own, license, or pursue with respect to any of our current or future product candidates or products is threatened, it
could threaten our ability to commercialize any of our current or future human or animal product candidates or
products. Further, if we encounter delays in our development efforts, the period of time during which we could market
any of our current or future product candidates or products under any patent protection we obtain would be reduced.
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Given the amount of time required for the development, testing and regulatory review of new product
candidates or products, patents protecting such candidates might expire before or shortly after such product candidates
or products are commercialized. The United States Patent and Trademark Office has issued a patent term extension
certificate extending the term of US 7,341,744 by 1075 days under 35 USC 156. With respect to requests for patent
term extensions, the applicable authorities, including the USPTO and the FDA, and any equivalent regulatory
authority in other countries, may not agree with our assessment of whether such extensions are available, and may
refuse to grant extensions to patents, or may grant more limited extensions than requested. If this occurs, our
competitors may take advantage of our investment in development and trials by referencing our clinical and
preclinical data and launch their product earlier than might otherwise be the case.
Even where laws provide protection or we are able to obtain patents, costly and time-consuming litigation
may be necessary to enforce and determine the scope of our proprietary rights, and the outcome of such litigation
would be uncertain. Moreover, any actions we may bring to enforce our intellectual property against our competitors
could provoke them to bring counterclaims against us, and some of our competitors have substantially greater
intellectual property portfolios than we have. To counter infringement or unauthorized use of any patents we may
obtain, we may be required to file infringement claims, which can be expensive and time-consuming to litigate. In
addition, if we or one of our future collaborators were to initiate legal proceedings against a third party to enforce a
patent covering one of our products, current product candidates, or one of our future products, the defendant could
counterclaim that the patent is invalid or unenforceable. In patent litigation in the United States, defendant
counterclaims alleging invalidity or unenforceability are commonplace and challenges to validity of patents in certain
foreign jurisdictions is common as well. Grounds for a validity challenge could be an alleged failure to meet any of
several statutory requirements, including lack of novelty, obviousness, non-enablement or lack of statutory subject
matter. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of
the patent withheld relevant material information from the USPTO, or made a materially misleading statement, during
prosecution. Under the Hatch-Waxman Act, a competitor seeking to market a generic form of Mytesi before the
expiration of any of the patents listed in the FDA’s Orange Book for Mytesi could file an ANDA with a certification
under 21 U.S.C. § 3559(j)(2)(A)(iv) that each of these patents (except for those which the ANDA filer states it will
market only after its expiration) is either invalid, unenforceable or not infringed. We may assert the patents in Hatch-
Waxman litigation against the party filing the ANDA to keep the competing product off of the market until the patents
expire but there is a risk that we will not succeed. The party filing the ANDA may also counterclaim in the litigation
that our patents are not valid or unenforceable, and the court may find one or more claims of our patents invalid or
unenforceable. If this occurs, a competing generic product could be marketed prior to expiration of our patents listed
in the Orange Book, which would harm our business.
Third parties may also raise similar validity claims before the USPTO in post-grant proceedings such as ex
parte reexaminations, inter partes review, or post-grant review, or oppositions or similar proceedings outside the
United States, in parallel with litigation or even outside the context of litigation. The outcome following legal
assertions of invalidity and unenforceability is unpredictable. If a defendant were to prevail on a legal assertion of
invalidity or unenforceability, we would lose at least part, and perhaps all, of any future patent protection on one or
more of our products or our current or future product candidates. Such a loss of patent protection could harm our
business. We cannot be certain that there is no invalidating prior art, of which we and the patent examiner were
unaware during prosecution or other basis for a finding of invalidity. Litigation proceedings may fail and, even if
successful, may result in substantial costs and distract our management and other employees. Furthermore, because of
the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that
some of our confidential information could be compromised by disclosure during this type of litigation. In addition,
there could be public announcements of the results of hearings, motions or other interim proceedings or developments.
If securities analysts or investors perceive these results to be unsuccessful, it could have an adverse effect on the price
of our common stock. Finally, we may not be able to prevent, misappropriation of our trade secrets or confidential
information, particularly in countries where the laws may not protect those rights as fully as in the United States.
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If we are unable to prevent disclosure of our trade secrets or other confidential information to third parties, our
competitive position may be impaired.
We also rely on trade secret protection and confidentiality agreements to protect proprietary know-how that
is not patentable or for which we have not filed patent applications, processes for which patents are difficult to enforce
and other elements of our product development processes that involve proprietary know-how, information or
technology that is not covered by patents. Although we require all of our employees to assign their inventions to us,
and endeavor to execute confidentiality agreements with all of our employees, consultants, advisors and any third
parties who have access to our proprietary know-how, information or technology, we cannot be certain that we have
executed such agreements with all parties who may have helped to develop our intellectual property or had access to
our proprietary information, or that our agreements will not be breached. We cannot guarantee that our trade secrets
and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access
to our trade secrets or independently develop substantially equivalent information and techniques. If we are unable to
prevent disclosure of our intellectual property to third parties, we may not be able to maintain a competitive advantage
in our market, which would harm our business.
Any disclosure to or misappropriation by third parties of our confidential proprietary information could
enable competitors to quickly duplicate or surpass our technological achievements, and erode our competitive position
in our market.
Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect
our products.
As is the case with other human or animal pharmaceutical product companies, our success is heavily
dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the human and animal
health industries involves both technological and legal complexity. Therefore, obtaining and enforcing patents is
costly, time-consuming and inherently uncertain. In addition, the United States has recently enacted and implemented
wide-ranging patent reform legislation. The U.S. Supreme Court has ruled on several patent cases in recent years,
either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent
owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the
future, this combination of events has created uncertainty with respect to the value of patents, once obtained.
Depending on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing
patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce patents
that we have or that we might obtain in the future.
We may not be able to protect our intellectual property rights throughout the world, which could impair our
business.
Filing, prosecuting and defending patents on human and animal drug products, product candidates and non-
prescription products throughout the world would be prohibitively expensive. Competitors may use our technologies
in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export
otherwise infringing products to territories where we may obtain patent protection, but where patent enforcement is
not as strong as that in the United States. These products may compete with our products in jurisdictions where we do
not have any issued or licensed patents and any future patent claims or other intellectual property rights may not be
effective or sufficient to prevent them from so competing.
Many companies have encountered significant problems in protecting and defending intellectual property
rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not
favor the enforcement of patents and other intellectual property protection, particularly those relating to animal health
products, which could make it difficult for us to stop the infringement of our future patents, if any, or patents we have
in licensed, or marketing of competing products in violation of our proprietary rights generally. Further, the laws of
some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the
United States. As a result, we may encounter significant problems in protecting and defending our intellectual
property both in the United States and abroad. Proceedings to enforce our future patent rights, if any, in foreign
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jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.
Our business could be harmed if we fail to obtain certain registered trademarks in the United States or in other
countries.
Our registered and pending U.S. trademarks include MYTESI®, JAGUAR HEALTH®, the Jaguar Health
Logo®, NAPO®, Napo Logo®, Napo Therapeutics, CANALEVIA, CANALEVIA-CA1, CANALEVIA-CA2,
EQUILEVIA, NEONORM®, JAGUAR ANIMAL HEALTH®, and the Jaguar Animal Health Logo®. We also own
registered and pending applications for the CANALEVIA mark in a number of foreign countries. During trademark
registration proceedings, we may receive rejections of our trademark applications. If so, we will have an opportunity
to respond, but we may be unable to overcome such rejections. In addition, the USPTO and comparable agencies in
many foreign jurisdictions may permit third parties to oppose pending trademark applications and to seek to cancel
registered trademarks. If opposition or cancellation proceedings are filed against any of our trademark applications or
any registered trademarks, our trademarks may not survive such proceedings. Moreover, any name we propose to use
with our prescription drug product candidates in the United States, including CANALEVIA and CANALEVIA-CA1,
must be approved by the FDA, regardless of whether we have registered or applied to register as a trademark. The
FDA typically conducts a review of proposed prescription drug product names, including an evaluation of potential
for confusion with other product names. If the FDA objects to any of our proposed proprietary product names, we may
be required to expend significant additional resources in an effort to identify a suitable substitute name that would
qualify under applicable trademark laws, not infringe the existing rights of third parties and be acceptable to the FDA.
We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or
disclosed confidential information of third parties.
We have received confidential and proprietary information from third parties. In addition, we employ
individuals who were previously employed at other biotechnology, pharmaceutical or animal health companies. We
may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or
otherwise improperly used or disclosed confidential information of these third parties or our employees’ former
employers. Litigation may be necessary to defend against any such claims. Even if we were successful in defending
against any such claims, such litigation could result in substantial cost and be a distraction to our management and
employees.
Even if we receive any of the required regulatory approvals for our current or future prescription drug product
candidates and non-prescription products, we will be subject to ongoing obligations and continued regulatory
review, which may result in significant additional expense and delays.
If the FDA or any other regulatory body approves any of our current or future prescription drug product
candidates, or if necessary, our non-prescription products, the manufacturing processes, clinical development,
labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion and recordkeeping for the
product may be subject to extensive and ongoing regulatory requirements. These requirements could include, but are
not limited to, submissions of efficacy and safety and other post-marketing information and reports, establishment
registration, and product listing, compliance with new rules promulgated under the FSMA, as well as continued
compliance with cGMPs, GLPs and GCPs for any studies that we conduct post-approval. Later discovery of
previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with
our contract manufacturers or manufacturing processes, or failure to comply with regulatory requirements, are
reportable events to the FDA and may result in, among other things:
•
•
•
restrictions on the marketing or manufacturing of the product, withdrawal of the product from the
market, revised labeling, or voluntary or involuntary product recalls;
additional clinical studies, fines, warning letters or holds on target animal studies;
refusal by the FDA, or other regulators to approve pending applications or supplements to approved
applications filed by us or our strategic collaborators related to the unknown problems, or suspension or
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revocation of the problematic product’s license approvals;
•
•
product seizure or detention, or refusal to permit the import or export of products; and
injunctions and/or the imposition of civil or criminal penalties.
The FDA or other regulatory agency’s policies may change and additional government regulations may be
enacted that could prevent, limit or delay regulatory approval of our product candidates or require certain changes to
the labeling or additional clinical work concerning safety and efficacy of the product candidates. We cannot predict
the likelihood, nature or extent of government regulation that may arise from future legislation or administrative
action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements or
the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose
any marketing approval that we may have obtained and we may not achieve or sustain profitability, which would harm
our business. In addition, failure to comply with these regulatory requirements could result in significant penalties and
delays.
In addition, from time to time, we may enter into consulting and other financial arrangements with physicians
or veterinarians, who prescribe or recommend our products, once approved. As a result, we may be subject to state,
federal and foreign healthcare and/or veterinary medicine laws. If our financial relationships with veterinarians are
found to be in violation of such laws that apply to us, we may be subject to penalties.
Further, our commercial supply is regulated by the FDA, which requires regular filings, annual reports, and
may include modifications by the Company to our approvals. Failure to gain agreement from the FDA on a timely
basis could adversely affect our commercial supply of product.
Lastly, if we obtain conditional approval for our current or future drug product candidates, this conditional
approval is renewable annually for five years and may be withdrawn or terminated under certain circumstances either
during or at the end of the five-year period. For example, even though we have obtained conditional approval for
Canalevia-CA1, if we do not undertake substantial efforts to do additional clinical research each year for the next five
years, the FDA could terminate such conditional approval by refusing to renew the conditional approval.
Any of our current or future prescription drug product candidates or non-prescription products may cause or
contribute to adverse medical events that we would be required to report to regulatory authorities and, if we fail to
do so, we could be subject to sanctions that would harm our business.
If we are successful in commercializing any of our current or future prescription drug product candidates or
non-prescription products, certain regulatory authorities will require that we report certain information about adverse
medical events if those products may have caused or contributed to those adverse events. The timing of our obligation
to report would be triggered by the date we become aware of the adverse event as well as the nature of the event. We
may fail to report adverse events we become aware of within the prescribed timeframe. We may also fail to appreciate
that we have become aware of a reportable adverse event, especially if such event is not reported to us as an adverse
event or if it is an adverse event that is unexpected or removed in time from the use of our products. If we fail to
comply with our reporting obligations, the regulatory authorities could take action including, but not limited to,
criminal prosecution, seizure of our products, facility inspections, removal of our products from the market, recalls of
certain lots or batches, or cause a delay in approval or clearance of future products.
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Legislative or regulatory reforms with respect to animal health may make it more difficult and costly for us to
obtain regulatory clearance or approval of any of our current or future product candidates and to produce, market,
and distribute our products after clearance or approval is obtained.
From time to time, legislation is drafted and introduced in the U.S. Congress or other jurisdictions in which
we intend to operate that could significantly change the statutory provisions governing the testing, regulatory
clearance or approval, manufacture, and marketing of regulated products. In addition, the FDA’s regulations and
guidance are often revised or reinterpreted by the FDA and such other regulators in ways that may significantly affect
our business and our products and product candidates. Similar changes in laws or regulations can occur in other
countries. Any new regulations or revisions or reinterpretations of existing regulations in the United States or in other
countries may impose additional costs or lengthen review times of any of our current or future products and product
candidates. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when
and if promulgated, enacted or adopted may have on our business in the future. Such changes could, among other
things, require:
•
•
•
•
•
changes to manufacturing methods;
additional clinical trials or testing;
new requirements related to approval to enter the market;
recall, replacement, or discontinuance of certain products; and
additional record keeping or the development of certain regulatory required hazard identification plans.
Each of these would likely entail substantial time and cost and could harm our financial results. In addition,
delays in receipt of or failure to receive regulatory clearances or approvals for any future products would harm our
business, financial condition, and results of operations.
We believe that our non-prescription products are not subject to regulation by regulatory agencies in the United
States, but there is a risk that regulatory bodies may disagree with our interpretation, or may redefine the scope of
their regulatory reach in the future, which would result in additional expense and could delay or prevent the
commercialization of these products.
The FDA retains jurisdiction over all animal prescription drug products however, in many instances, the
Federal Trade Commission will exercise primary or concurrent jurisdiction with FDA on non-prescription products as
to post marketing claims made regarding the product. On April 22, 1996, the FDA published a statement in the
Federal Register, 61 FR 17706, that it believes that the Dietary Supplement and Health Education Act (“DSHEA”),
does not apply to animal health supplement products, such as our non-prescription products. Accordingly, the FDA’s
Center for Veterinary Medicine only regulates those animal supplements that fall within the FDA’s definition of an
animal drug, animal food or animal feed additive. The Federal Food Drug and Cosmetic Act defines food as “articles
used for food or drink for man or other animals and articles used as components of any such article.” Animal foods are
not subject to pre-market approval and are designed to provide a nutritive purpose to the animals that receive them.
Feed additives are defined as those articles that are added to an animal’s feed or water as illustrated by the guidance
documents. Our non-prescription products are not added to food, are not ingredients in food nor are they added to any
animal’s drinking water. Therefore, our non-prescription products do not fall within the definition of a food or feed
additive. In light of the pronouncement by the FDA that the DSHEA was not intended to apply to animals, the FDA
seeks to regulate such supplements as food or food additives depending on the intended use of the product. The
intended use is demonstrated by how the article is included in a food, or added to the animals’ intake (i.e., through its
drinking water). If the intended use of the product does not fall within the proscribed use making the product a food, it
cannot be regulated as a food. There is no intent to make our non-prescription products a component of an animal
food, either directly or indirectly. A feed additive is a product that is added to a feed for any reason including the top
dressing of an already prepared feed. Some additives, such as certain forage, are deemed to be Generally Recognized
as Safe, or GRAS, and therefore, not subject to a feed Additive Petition approval prior to use. However, the
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substances deemed GRAS are generally those that are recognized as providing nutrients as a food does. We do not
believe that our non-prescription products fit within this framework either. Finally, a new animal drug refers to drugs
intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in animals. Our non-prescription
Neonorm Foal and Neonorm Calf products are not intended to diagnose, cure, mitigate, treat or prevent disease and
therefore, do not fit within the definition of an animal drug. Additionally, because a previously marketed human
formulation of the botanical extract in our non-prescription products was regulated as a human dietary supplement
subject to the DSHEA (and not regulated as a drug by the FDA), we do not believe that the FDA would regulate the
animal formulation used in our non-prescription products in a different manner. We do not believe that our non-
prescription products fit the definition of an animal drug, food or food additive and therefore are not regulated by the
FDA at this time.
However, despite many such unregulated animal supplements currently on the market, the FDA may choose
in the future to exercise jurisdiction over animal supplement products in which case, we may be subject to unknown
regulations thereby inhibiting our ability to launch or to continue marketing our non-prescription products. In the past,
the FDA has redefined or attempted to redefine some non-prescription non-feed products as falling within the
definition of drug, feed or feed additive and therefore subjected those products to the relevant regulations. We have
not discussed with the FDA its belief that the FDA currently does not exercise jurisdiction over our non-prescription
products. Should the FDA assert regulatory authority over our non-prescription products, we would take commercially
reasonable steps to address the FDA’s concerns, potentially including but not limited to, seeking registration for such
products, reformulating such products to further distance such products from regulatory control, or ceasing sale of
such products. Further, the Animal and Plant Health Inspection Service, an agency of the USDA, may at some point
choose to exercise jurisdiction over certain non-prescription products that are not intended for production animals. We
do not believe we are currently subject to such regulation, but could be in the future. If the FDA or other regulatory
agencies, such as the USDA, try to regulate our non-prescription products, we could be required to seek regulatory
approval for our non-prescription products, which would result in additional expense and could delay or prevent the
commercialization of these products.
Even if we receive the required regulatory approvals for our current or future prescription drug product candidates
and non-prescription products, we will be subject to ongoing obligations and continued regulatory review, which
may result in significant additional expense.
If the FDA or any other regulatory body approves any of our current or future prescription drug product
candidates, or if necessary, our non-prescription products, the manufacturing processes, clinical development,
labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion and recordkeeping for the
product is subject to extensive and ongoing regulatory requirements. These requirements could include, but are not
limited to, submissions of efficacy and safety and other post-marketing information and reports, establishment
registration, and product listing, compliance with new rules promulgated under the FSMA, as well as continued
compliance with cGMPs, GLPs and GCPs for any studies that Napo conducts post-approval. Later discovery of
previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with
our contract manufacturers or manufacturing processes, or failure to comply with regulatory requirements, are
reportable events to the FDA and may result in, among other things:
•
•
•
•
•
restrictions on the marketing or manufacturing of the product, withdrawal of the product from the
market, revised labeling, or voluntary or involuntary product recalls;
additional clinical studies fines, warning letters or holds on studies;
refusal by the FDA, or other regulators to approve pending applications or supplements to approved
applications filed by Napo or Napo’s strategic collaborators related to the unknown problems, or
suspension or revocation of the problematic product’s license approvals;
product seizure or detention, or refusal to permit the import or export of products; and
injunctions or the imposition of civil or criminal penalties.
64
The FDA or other regulatory agency’s policies may change and additional government regulations may be
enacted that could prevent, limit or delay regulatory approval of our product candidates or require certain changes to
the labeling or require additional clinical work concerning safety and efficacy of the product candidates. We cannot
predict the likelihood, nature or extent of government regulation that may arise from future legislation or
administrative action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing
requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance,
we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability,
which would harm our business. In addition, failure to comply with these regulatory requirements could result in
significant penalties.
In addition, from time to time, we may enter into consulting and other financial arrangements with
physicians, who prescribe or recommend our products, once approved. As a result, we may be subject to state, federal
and foreign healthcare laws, including but not limited to anti-kickback laws. If our financial relationships with
physicians or veterinarians are found to be in violation of such laws that apply to us, we may be subject to penalties.
Risks Related to Our Common Stock
Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of
our common stock.
If we fail to satisfy the continued listing requirements of The Nasdaq Capital Market, such as the minimum
closing bid price requirement, Nasdaq may take steps to delist our common stock. The closing bid price for our
common stock must remain at or above $1.00 per share to comply with Nasdaq’s minimum bid requirement for
continued listing. If the closing bid price for our common stock is less than $1.00 per share for 30 consecutive
business days, Nasdaq may send us a notice stating that we will be provided a period of 180 days to regain compliance
with the minimum bid requirement or else Nasdaq may make a determination to delist our common stock. Our
common stock traded for less than $1.00 for 30 consecutive trading days, and we received notice of this from the
Listing Qualifications Staff of The Nasdaq Stock Market LLC on February 17, 2022. Under Nasdaq Listing Rule
5810(c)(3)(A), the Company has been granted a 180 calendar day grace period, or until August 16, 2022, to regain
compliance with the minimum bid price requirement. The minimum bid price requirement will be met if our common
stock has a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days
during the 180 calendar day grace period. We are diligently working to evidence compliance with the minimum bid
requirement for continued listing on Nasdaq; however, there can be no assurance that we will be able to regain
compliance or that Nasdaq will grant us a further extension of time to regain compliance, if necessary.
The Company may be eligible for additional time to comply if it does not achieve compliance with the
minimum bid price requirement by August 16, 2022. In order to be eligible for consideration for such additional time,
the Company will be required to meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price
requirement, and must notify Nasdaq in writing of its intention to cure the deficiency during the second compliance
period.
The delisting of our common stock from Nasdaq may make it more difficult for us to raise capital on
favorable terms in the future. Such a delisting would likely have a negative effect on the price of our common stock
and would impair your ability to sell or purchase our common stock when you wish to do so. Further, if we were to be
delisted from The Nasdaq Capital Market, our common stock would cease to be recognized as covered securities and
we would be subject to regulation in each state in which we offer our securities. Moreover, there is no assurance that
any actions that we take to restore our compliance with the Nasdaq minimum bid requirement would stabilize the
market price or improve the liquidity of our common stock, prevent our common stock from falling below the Nasdaq
minimum bid price required for continued listing again or prevent future non-compliance with Nasdaq’s listing
requirements.
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If we issue all shares available for issuance pursuant to the ATM Agreement, we will have no shares of common
stock available for new securities issuances, which may restrict us from accessing additional capital through the
sale of new securities.
Our Third Amended and Restated Certificate of Incorporation, as amended, authorizes us to issue up to
150,000,000 shares of voting common stock, 77,053,990 of which are issued and outstanding and 6,634,077 of which
are reserved for issuance upon exercise of options, warrants, vesting of RSUs, and shares to consultants as of
March 10, 2022. Accordingly, assuming the sale by us under our ATM Agreement at a price of $0.72 per share, which
was the closing price of our Common Stock on The Nasdaq Capital Market on January 28, 2022, the maximum
amount of shares that we could issue in this offering pursuant to the ATM Agreement without exceeding our total
authorized but unissued shares is approximately $68.1 million. If we were to issue the maximum amount of shares in
this offering pursuant to the ATM Agreement, we will have no shares of voting common stock available for additional
issuances. Our failure to increase our authorized shares may restrict our ability to access additional capital through the
sale of new securities, which may harm our financial position and business prospects.
If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny
stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that
current price and volume information with respect to transactions in such securities is provided by the exchange or
system. If we do not retain a listing on The Nasdaq Capital Market and if the price of our common stock is less than
$5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a
transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document
containing specified information. In addition, the penny stock rules require that before effecting any transaction in a
penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the
receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks and (iii) a signed
and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the
trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling
their shares.
The price of our common stock could be subject to volatility related or unrelated to our operations, and purchasers
of our common stock could incur substantial losses.
We have experienced and may continue to experience significant volatility in the price of our common stock. From
January 29, 2021 through January 28, 2022, the share price of our common stock ranged from a high of $10.74 to a
low of $0.70. The reason for the volatility in our stock is not well understood and may continue. Factors that may have
contributed to such volatility include, but are not limited to, those discussed previously in this “Risk Factors” section
of this report and others, such as:
•
•
•
delays in the commercialization of Mytesi, Neonorm, Canalevia-CA1, Equilevia or our other current or
future prescription drug product candidates and non-prescription products;
any delays in, or suspension or failure of, our current and future studies;
announcements of regulatory approval or disapproval of any of our current or future product candidates
or of regulatory actions affecting our company or our industry;
• manufacturing and supply issues that affect product candidate or product supply for our studies or
commercialization efforts;
•
quarterly variations in our results of operations or those of our competitors;
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•
•
•
•
•
•
•
•
•
changes in our earnings estimates or recommendations by securities analysts;
the payment of licensing fees or royalties in shares of our common stock;
announcements by us or our competitors of new prescription drug products or product candidates or non-
prescription products, significant contracts, commercial relationships, acquisitions or capital
commitments;
announcements relating to future development or license agreements including termination of such
agreements;
adverse developments with respect to our intellectual property rights or those of our principal
collaborators;
commencement of litigation involving us or our competitors;
any major changes in our board of directors or management;
new legislation in the United States relating to the prescription, sale, distribution or pricing of
gastrointestinal health products;
product liability claims, other litigation or public concern about the safety of our prescription drug
product or product candidates and non-prescription products or any such future products;
• market conditions in the human or animal industry, in general, or in the gastrointestinal health sector, in
particular, including performance of our competitors;
•
•
•
future issuances of shares of common stock or other securities;
uncertainties related to COVID-19;
general economic conditions in the United States and abroad; and
• market speculation regarding
In addition, the stock market, in general, or the market for stocks in our industry, in particular, may
experience broad market fluctuations, which may adversely affect the market price or liquidity of our common stock.
Any sudden decline in the market price of our common stock could trigger securities class-action lawsuits against us.
If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the
lawsuit and the time and attention of our management would be diverted from our business and operations. We also
could be subject to damages claims if we were found to be at fault in connection with a decline in our stock price.
A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply
may lead to further price volatility in our common stock.
Investors may purchase shares of our common stock to hedge existing exposure in our common stock or to
speculate on the price of our common stock. Speculation on the price of our common stock may involve long and
short exposures. To the extent aggregate short exposure exceeds the number of shares of our common stock available
for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common
stock for delivery to lenders of our common stock. Those repurchases may in turn, dramatically increase the price of
our common stock until investors with short exposure are able to purchase additional shares of common stock to cover
their short position. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price
movements in shares of our common stock that are not directly correlated to the performance or prospects of our
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company and once investors purchase the shares necessary to cover their short position the price of our common stock
may decline.
You may not be able to resell our common stock when you wish to sell them or at a price that you consider
attractive or satisfactory.
The listing of our common stock on The Nasdaq Capital Market does not assure that a meaningful, consistent
and liquid trading market exists. Although our common stock is listed on The Nasdaq Capital Market, trading volume
in our common stock has been limited and an active trading market for our shares may never develop or be sustained.
If an active market for our common stock does not develop, you may be unable to sell your shares when you wish to
sell them or at a price that you consider attractive or satisfactory. The lack of an active market may also adversely
affect our ability to raise capital by selling securities in the future, or impair our ability to license or acquire other
product candidates, businesses or technologies using our shares as consideration.
If securities or industry analysts do not publish research or reports about our company, or if they issue adverse or
misleading opinions regarding us or our stock, our stock price and trading volume could decline.
The trading market for our common stock depends in part on the research and reports that industry or
financial analysts publish about us or our business. We do not influence or control the reporting of these analysts. If
one or more of the analysts who do cover us downgrade or provide a negative outlook on our company or our
industry, or the stock of any of our competitors, the price of our common stock could decline. If one or more of these
analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause the price of
our common stock to decline.
You may be diluted by conversions of outstanding shares of non-voting common stock, exercises of outstanding
options and warrants and issuances of securities pursuant to our ATM Agreement.
As of March 10, 2022, we had (i) outstanding options to purchase an aggregate of 2,327,368 shares of our
common stock at a weighted average exercise price of $9.83 per share, (ii) outstanding options to purchase an
aggregate of 127,949 shares of our common stock issuable upon exercise of outstanding inducement options, with a
weighted-average exercise price of $4.42 per share, (iii) 563,108 shares of our common stock issuable upon exercise
of warrants outstanding, with weighted-average exercise price of $7.17, (iv) 465,194 shares of our common stock
issuable upon vesting of outstanding RSUs, (v) 38,333 shares of our common stock issuable to third parties upon
exercise of those shares, and (vi) 673 shares of our non-voting common stock issuable at an equivalent share of voting
common stock. The exercise of such options, warrants, vesting of RSUs, and conversion of the non-voting common
stock will result in further dilution of your investment.
In addition, you may experience further dilution if we issue common stock in the future, including common
stock issued pursuant to our existing At The Market Offering Agreement (the “ATM Agreement”). Pursuant to the
ATM Agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), we may offer and sell up to $75.0 million of
our common stock from time to time through Ladenburg as our sales agent. During the year ended December 31,
2021, we sold 2,261,596 shares of common stock pursuant to the ATM Agreement for gross proceeds of $3.5 million.
As a result of this dilution, you may receive significantly less in net tangible book value than the full
purchase price you paid for the shares in the event of liquidation.
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Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may
consider favorable and may lead to entrenchment of management.
Our third amended and restated certificate of incorporation and amended and restated bylaws contain
provisions that could delay or prevent changes in control or changes in our management without the consent of our
board of directors. These provisions to include the following:
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•
•
•
•
•
•
•
•
a classified board of directors with three-year staggered terms, which may delay the ability of
stockholders to change the membership of a majority of our board of directors;
no cumulative voting in the election of directors, which limits the ability of minority stockholders to
elect director candidates;
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion
of the board of directors or the resignation, death or removal of a director, which prevents stockholders
from being able to fill vacancies on our board of directors;
the ability of our board of directors to authorize the issuance of shares of preferred stock and to
determine the terms of those shares, including preferences and voting rights, without stockholder
approval, which could adversely affect the rights of our common stockholders or be used to deter a
possible acquisition of our company;
the ability of our board of directors to alter our bylaws without obtaining stockholder approval;
the required approval of the holders of at least 75% of the shares entitled to vote at an election of
directors to adopt, amend or repeal our bylaws or repeal the provisions of our third amended and restated
certificate of incorporation regarding the election and removal of directors;
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an
annual or special meeting of our stockholders;
the requirement that a special meeting of stockholders may be called only by the chairman of the board
of directors, the chief executive officer, the president or the board of directors, which may delay the
ability of our stockholders to force consideration of a proposal or to take action, including the removal of
directors; and
advance notice procedures that stockholders must comply with in order to nominate candidates to our
board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may
discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s
own slate of directors or otherwise attempting to obtain control of us.
These provisions could inhibit or prevent possible transactions that some stockholders may consider
attractive.
We are also subject to the anti-takeover provisions contained in Section 203 of the Delaware General
Corporation Law. Under Section 203, a corporation generally may not engage in a business combination with any
holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other
exceptions, the board of directors has approved the transaction.
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Our amended and restated bylaws designate the Court of Chancery of the State of Delaware as the sole and
exclusive forum for certain actions and proceedings that may be initiated by our stockholders, which could limit
our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other
employees.
Our amended and restated bylaws provide that, unless we consent in writing to an alternative forum, the
Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or
proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,
officer or other employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision
of the Delaware General Corporation Law, (iv) any action asserting a claim that is governed by the internal affairs
doctrine or (v) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or
bylaws. Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed
to have notice of and to have consented to this provision of our amended and restated bylaws. This choice-of-forum
provision may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes
with us or our directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court
were to find this provision of our amended and restated bylaws inapplicable or unenforceable with respect to one or
more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such
matters in other jurisdictions, which could harm our business and financial condition.
We do not intend to pay dividends on our common stock, and your ability to achieve a return on your investment
will depend on appreciation in the market price of our common stock.
We currently intend to invest our future earnings, if any, to fund our growth and not to pay any cash
dividends on our common stock. Because we do not intend to pay dividends, your ability to receive a return on your
investment will depend on any future appreciation in the market price of our common stock. We cannot be certain that
our common stock will appreciate in price.
The requirements of being a public company, including compliance with the reporting requirements of the
Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and
distract management, and we may be unable to comply with these requirements in a timely or cost-effective
manner.
Our initial public offering had a significant, transformative effect on us. Prior to our initial public offering,
our business operated as a privately-held company, and we were not required to comply with public reporting,
corporate governance and financial accounting practices and policies required of a publicly-traded company. As a
publicly-traded company, we incur significant additional legal, accounting and other expenses compared to historical
levels. In addition, new and changing laws, regulations and standards relating to corporate governance and public
disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations
thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act and the rules and regulations of the SEC and The
Nasdaq Capital Market, may result in an increase in our costs and the time that our board of directors and management
must devote to our compliance with these rules and regulations. These rules and regulations have substantially
increased our legal and financial compliance costs and diverted management time and attention from our product
development and other business activities.
The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control
over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In
particular, Section 404 of the Sarbanes-Oxley Act, or Section 404, requires us to perform system and process
evaluation and testing of our internal control over financial reporting to allow management to report on, and our
independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over
financial reporting. We have needed to expend time and resources on documenting our internal control over financial
reporting so that we are in a position to perform such evaluation when required. As a smaller reporting company
(“SRC”), we expect to avail ourselves of the exemption from the requirement that our independent registered public
accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404. However,
we may no longer avail ourselves of this exemption when we cease to be an SRC. When our independent registered
70
public accounting firm is required to undertake an assessment of our internal control over financial reporting, the cost
of our compliance with Section 404 will correspondingly increase. Our compliance with applicable provisions of
Section 404 requires that we incur substantial accounting expense and expend significant management time on
compliance-related issues as we implement additional corporate governance practices and comply with reporting
requirements. Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely
manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control
over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we
could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require
additional financial and management resources.
We are a smaller reporting company and the reduced reporting requirements applicable to smaller reporting
companies may make our common stock less attractive to investors.
We are a smaller reporting company (“SRC”) and a non-accelerated filer, which allows us to take advantage
of exemptions from various reporting requirements that are applicable to other public companies that are not SRCs or
non-accelerated filers, including not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in
our Annual Report and our periodic reports and proxy statements and providing only two years of audited financial
statements in our Annual Report and our periodic reports. We will remain an SRC so long as (a) the aggregate market
value of our outstanding common stock held by non-affiliates as of the last business day our most recently completed
second fiscal quarter is less than $250 million or (b) (1) we have less than $100 million in annual revenues and (2) the
aggregate market value of our outstanding common stock held by non-affiliates as of the last business day our most
recently completed second fiscal quarter is less than $700 million. We cannot predict whether investors will find our
common stock less attractive if we rely on certain or all of these exemptions. If some investors find our common stock
less attractive as a result, there may be a less active trading market for our common stock and our stock price may be
more volatile and may decline.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate headquarters are located at 200 Pine Street, Suite 400, San Francisco, California.
ITEM 3. LEGAL PROCEEDINGS
May 2020 Letter from the Committee on Oversight and Reform of the U.S. House of Representatives
On May 4, 2020, Jaguar Health, Inc. received a letter from the Committee on Oversight and Reform of the
U.S. House of Representatives (the “Committee”) regarding the list price adjustment of Mytesi. Among other things,
the Committee expressed an interest in understanding whether the price adjustment was connected to the Company’s
expectation that it could market crofelemer to treat coronavirus patients given the Company’s submission of a request
to the U.S. Food and Drug Administration for Emergency Use Authorization (“EUA”) for crofelemer for the
symptomatic relief of diarrhea and other gastrointestinal symptoms in patients with COVID-19 and for patients with
COVID-19 who have diarrhea associated with certain antiviral treatments, which submission was denied by the FDA
on April 7, 2020 as previously disclosed.
The Company has cooperated with the Committee’s inquiry and has prepared a public statement regarding
the price adjustment, which is available on the Company’s website at https://jaguarhealth.gcs-web.com/company-
statement. In its statement, the Company explains that the decision to adjust the price for crofelemer was made in
December 2019 as part of expanding the Company’s comprehensive patient access program, and had the Company
received EUA, it would have deferred the price adjustment until after the emergency use period ended.
71
July 2017 Complaint Relating to the Merger
On July 20, 2017, a putative class action complaint was filed in the United States District Court, Northern
District of California, Civil Action No. 3:17 cv 04102, by Tony Plant (the “Plaintiff”) on behalf of shareholders of the
Company who held shares on April 12, 2017 and were entitled to vote at the 2017 Special Shareholders Meeting,
against the Company and certain individuals who were directors as of the date of the vote (collectively, the
“Defendants”), in a matter captioned Tony Plant v. Jaguar Animal Health, Inc., et al. (Jaguar Health, Inc. was
formerly known as Jaguar Animal Health, Inc.), making claims arising under Section 14(a) and Section 20(a) of the
Exchange Act and Rule 14a 9, 17 C.F.R. § 240.14a 9, promulgated thereunder by the SEC. The claims alleged false
and misleading information provided to investors in the Joint Proxy Statement/Prospectus on Form S 4 (File No. 333
217364) declared effective by the Commission on July 6, 2017 related to the solicitation of votes from shareholders to
approve the merger and certain transactions related thereto.
Following the completion of document discovery, the parties engaged in a mediation that resulted in an
agreement in principle to settle the litigation on a class-wide basis for $2.6 million, subject to court approval.
On May 27, 2021, the court gave the final approval to the proposed settlement and the entire settlement
consideration was provided by the Company’s director and officer liability insurance carrier. Under the loss recovery
model in ASC 450 and in reference to ASC 410, the ultimate net income effect of the recognized loss and the
insurance proceeds directly related to the recognized loss is zero.
As of December 31, 2021 and 2020, the Company concluded not to record any loss contingency and
insurance recovery.
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.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
72
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock trades on The Nasdaq Capital Market under the symbol “JAGX.”
Holders
As of March 10, 2022 there were approximately 28 stockholders of record of our common stock. These
figures do not reflect the beneficial ownership or shares held in nominee name, nor do they include holders of any
RSUs.
Dividend Policy
We have never paid any cash dividends on our common stock to date. We currently anticipate that we will
retain all future earnings, if any, to fund the development and growth of our business and do not anticipate paying any
cash dividends for at least the next five years, if ever.
Recent Sales of Unregistered Securities
Other than as provided on our quarterly reports on Form 10-Q filed with the SEC on May 17, 2021,
August 13, 2021 and November 17, 2021 and our current reports on Form 8 K filed with the SEC on January 8, 2021,
January 22, 2021, March 11, 2021, April 8, 2021, September 17, 2021, there were no unregistered sales of equity
securities during the period.
The offers, sales, and issuances of the securities described above were deemed to be exempt from registration
under the Securities Act in reliance on Section 3(a)(9) of the Securities Act, Section 4(a)(2) of the Securities Act, or
Regulation D or Regulation S promulgated thereunder as transactions by an issuer not involving a public offering. The
recipients of securities in each of these transactions acquired the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in
these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person
and had adequate access, through employment, business or other relationships, to information about us.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
73
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read together with our financial statements and the related
notes appearing elsewhere in this report.
Overview
Jaguar Health, Inc. (“Jaguar” or the “Company”) is a commercial stage pharmaceuticals company focused on
developing novel, plant-based, non-opioid, and sustainably derived prescription medicines for people and animals
with GI distress, including chronic, debilitating diarrhea. Jaguar Animal Health is a tradename of Jaguar Health. Our
wholly owned subsidiary, Napo Pharmaceuticals, Inc. (“Napo”), focuses on developing and commercializing
proprietary plant-based human pharmaceuticals for the global marketplace from plants or plant products used
traditionally in rainforest areas. Napo’s marketed drug Mytesi (crofelemer 125 mg delayed-release tablets) is a first-
in-class oral botanical drug product approved by the U.S. Food and Drug Administration (“FDA”) for the
symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. To date, this is the
only oral plant-based botanical prescription medicine approved under the FDA’s Botanical Guidance. Jaguar Animal
Health’s Canalevia-CA1 (crofelemer delayed-release tablets) drug is the first and only oral plant-based prescription
product that is FDA conditionally approved to treat chemotherapy-induced diarrhea (CID) in dogs. Canalevia-CA1 is
a canine-specific formulation of crofelemer. Napo Therapeutics S.p.A., Napo’s majority owned Italian subsidiary,
focuses on expanding crofelemer access in Europe.
Jaguar, formerly known as Jaguar Animal Health, Inc., was founded in San Francisco, California as a
Delaware corporation on June 6, 2013 (inception). The Company was a majority-owned subsidiary of Napo until the
close of the Company's initial public offering on May 18, 2015. The Company was formed to develop and
commercialize first-in-class prescription and non-prescription products for companion and production animals and
horses. The Company's first non-prescription commercial products, Neonorm Calf and Neonorm Foal, were launched
in 2014 and 2016, respectively.
On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger
dated March 31, 2017, by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo's
representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the
completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as the wholly-owned
subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from
“Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly-owned subsidiary of Jaguar
focused on human health including the ongoing development of crofelemer and commercialization of Mytesi.
On March 15, 2021, Jaguar established Napo EU S.p.A (which changed its name in December 2021 to “Napo
Therapeutics”) based in Milan, Italy as a subsidiary of Napo. Napo Therapeutics’ mission is to provide access to
crofelemer in Europe to address significant rare/orphan disease indications, including, initially, two key orphan target
indications: Short bowel syndrome with intestinal failure (SBS-IF), and congenital diarrheal disorders (CDD). On
November 3, 2021, Napo Therapeutics merged with Dragon SPAC S.p.A. (“Dragon SPAC”).
Most of the activities of the Company are focused on the commercialization of Mytesi and Canalevia-CA1
and the ongoing clinical development of crofelemer for the prophylaxis of diarrhea in adult patients receiving targeted
cancer therapy. In the field of animal health, we are continuing limited activities related to developing and
commercializing first in class gastrointestinal products for dogs, dairy calves, foals, and high value horses.
We believe Jaguar is poised to realize a number of synergistic, value adding benefits—an expanded pipeline
of potential blockbuster human follow on indications of crofelemer, and a second generation anti secretory agent—
upon which to build global partnerships. Jaguar, through Napo, holds global unencumbered rights for crofelemer,
Mytesi, and Canalevia-CA1. Additionally, several of the drug product opportunities in Jaguar’s crofelemer pipeline
are backed Phase 2 and proof of concept evidence from human clinical trials.
74
Crofelemer is a novel, first in class anti secretory agent which has a normalizing effect on electrolyte and
fluid balance while acting locally in the gut, and this mechanism of action has the potential to benefit multiple
disorders that cause gastrointestinal distress, including diarrhea and abdominal discomfort. Crofelemer is also in
development for possible follow on indications, including prophylaxis for cancer therapy related diarrhea (“CTD”);
for rare disease indications for symptomatic treatment of infants and children with congenital diarrheal disorders
(“CDD”) and for adult and pediatric patients with short bowel syndrome with intestinal failure (“SBS-IF”).
Crofelemer has received orphan drug designation (ODD) for short bowel syndrome (SBS) in the US and in EU.
Furthermore, the drug is being evaluated for management of diarrhea and abdominal discomfort in inflammatory
bowel disease (“IBD”); diarrhea-predominant irritable bowel syndrome (“IBS-D”); and for idiopathic/functional
diarrhea. A second generation proprietary anti secretory agent, NP-300 (lechlemer), is undergoing preclinical
development for symptomatic relief and treatment of diarrhea in patients with acute infection from cholera.
Financial Operations Overview
On a consolidated basis, we have not yet generated enough revenue to date to achieve break even or positive
cash flow, and we expect to continue to incur significant research and development and other expenses. Our net loss
was $52.6 million and $33.8 million for the years ended December 31, 2021 and 2020, respectively. As of
December 31, 2021, we had total stockholders' equity of $11.9 million, an accumulated deficit of $219.5 million, and
cash of $17.1 million. We expect to continue to incur losses and experience increased expenditures for the foreseeable
future as we expand our product development activities, seek necessary approvals for our product candidates, conduct
species-specific formulation studies for our non-prescription products, establish API manufacturing capabilities and
begin additional commercialization activities.
Revenue
Our product and collaboration revenue consists of the following:
• Revenues from the sale of our human drug Mytesi, which is sold through distributors and wholesalers.
• Revenues from the sale of our animal products branded as Neonorm Calf and Neonorm Foal. Our
Neonorm and Botanical extract products are primarily sold to distributors, who then sell the products to
the end customers.
• Our policy typically permits returns if the product is damaged, defective, or otherwise cannot be used
when received by the customer if the product has expired. Returns are accepted for product that will
expire within six months or that have expired up to one year after their expiration dates. Estimates for
expected returns of expired products are based primarily on an ongoing analysis of our historical return
patterns.
See “Results of Operations” below for more detailed discussion on revenues
Cost of Revenue
Cost of revenue consists of direct drug substance and drug product materials expense, direct labor,
distribution fees, royalties and other related expenses associated with the sale of our products.
75
Research and Development Expense
Research and development expenses consist primarily of clinical and contract manufacturing expense,
personnel and related benefit expense, stock-based compensation expense, employee travel expense and reforestation
expenses. Clinical and contract manufacturing expense consists primarily of costs to conduct stability, safety and
efficacy studies, and manufacturing startup expenses at an outsourced API provider in Italy. It also includes expenses
with a third-party provider for the transfer of the Mytesi manufacturing process, and the related feasibility and
validation activities.
We typically use our employee and infrastructure resources across multiple development programs. We track
outsourced development costs by prescription drug product candidate and non-prescription product but do not allocate
personnel or other internal costs related to development to specific programs or development compounds.
The timing and amount of our research and development expenses will depend largely upon the outcomes of
current and future trials for our prescription drug product candidates as well as the related regulatory requirements, the
outcomes of current and future species-specific formulation studies for our non-prescription products, manufacturing
costs and any costs associated with the advancement of our line extension programs. We cannot determine with
certainty the duration and completion costs of the current or future development activities.
The duration, costs and timing of trials, formulation studies and development of our prescription drug and
non-prescription products will depend on a variety of factors, including:
•
•
•
•
the scope, rate of progress, and expense of our ongoing, as well as any additional clinical trials,
formulation studies and other research and development activities;
future clinical trial and formulation study results;
potential changes in government regulations; and
the timing and receipt of any regulatory approvals.
A change in the outcome of any of these variables with respect to the development of a prescription drug
product candidate or non-prescription product could mean a significant change in the costs and timing associated with
our development activities.
We expect research and development expense to increase due to the start-up costs associated with our clinical
trials for other indications.
Sales and Marketing Expense
Sales and marketing expenses consist of personnel and related benefit expense, stock-based compensation
expense, direct sales and marketing expense, employee travel expense, and management consulting expense. We
currently incur sales and marketing expenses to promote Mytesi. We do not currently have any marketing or
promotional expenses related to Neonorm Calf or Neonorm Foal for the years ended December 31, 2021 and 2020.
We expect sales and marketing expense to increase going forward as we focus on expanding our market
access activities and commercial partnerships for the development of follow-on indications of Mytesi and crofelemer.
General and Administrative Expense
General and administrative expenses consist of personnel and related benefit expense, stock-based
compensation expense, employee travel expense, legal and accounting fees, rent and facilities expense, and
management consulting expense.
76
In the near term, we expect general and administrative expense to remain flat as we focus on our pipeline
development and market access expansion. This will include efforts to grow the business.
Interest Expense
Interest expense consists primarily of non-cash and cash interest costs related to our borrowings.
Critical Accounting Policies and Significant Judgments and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles
(“U.S. GAAP”) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities,
revenues and expenses, and related disclosures in the financial statements. Critical accounting policies are those
accounting policies that may be material due to the levels of subjectivity and judgment necessary to account for highly
uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial
condition or operating performance. While we base our estimates and judgments on our experience and on various
other factors that we believe to be reasonable under the circumstances, actual results may differ from these estimates
under different assumptions or conditions. We believe the following critical accounting policies used in the
preparation of our financial statements require significant judgments and estimates. For additional information relating
to these and other accounting policies, see Note 2 to the consolidated financial statements, appearing elsewhere in this
report.
77
Results of Operations
Comparison of the Years Ended December 31, 2021 and 2020
The following table summarizes the Company’s results of operations with respect to the items set forth in
such table for the years ended December 31, 2021 and 2020 together with the change in such items in dollars and as
a percentage.
(in thousands)
Product revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Expenses
Cost of product revenue . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . .
Series 3 warrants inducement expense . . . . . . . . . . . .
ELOC warrants inducement expense . . . . . . . . . . . . .
Series B convertible preferred stock inducement
expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt and exchange of
Year Ended
December 31,
2021
2020
Variance
4,335 $
4,335
9,385 $
9,385
(5,050)
(5,050)
Variance %
(53.8)%
(53.8)%
2,333
15,079
8,894
17,103
1,462
172
—
45,043
(40,708)
(8,421)
3,280
6,413
6,609
14,387
3,696
—
1,647
36,032
(26,647)
(2,792)
(947)
8,666
2,285
2,716
(2,234)
172
(28.9)%
135.1 %
34.6 %
18.9 %
(60.4)%
100.0 %
(1,647)
9,011
(14,061)
(5,629)
(100.0)%
25.0 %
52.8 %
201.6 %
Series D perpetual preferred stock . . . . . . . . . . . . . . . .
(753)
(1,864)
1,111
(59.6)%
Change in fair value of financial instruments
and instrument designated at Fair Value Option . . . . .
Other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss and comprehensive loss . . . . . . . . . . . . . . . . . . .
Deemed dividend attributable to Series C perpetual
preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deemed dividend attributable to accretion of Series A
redeemable convertible preferred stock . . . . . . . . . . . .
Deemed dividend attributable to Series 1, Series 2 and
Bridge warrant holders . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock dividend attributable to Series C perpetual
(1,953)
(765)
(52,600)
—
(52,600)
(2,696)
190
(33,809)
—
(33,809)
743
(955)
(18,791)
—
(18,791)
(27.6)%
(502.6)%
55.6 %
100.0 %
55.6 %
—
—
—
(2,521)
2,521
(100)%
(1,332)
1,332
(100)%
(856)
856
(100)%
preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted net loss and comprehensive loss . . . . . . . . . . . $
Net loss attributable to noncontrolling interest . . . . . . . . $
Net loss attributable to common shareholders . . . . . . . . $
—
(52,600) $
(5) $
(52,595) $
(130)
(38,648) $
— $
(38,648) $
130
(13,952)
(5)
(13,947)
(100)%
36.1 %
100 %
36.1 %
Revenue
Product revenue
We transitioned from selling to the wholesalers that resell the product to retail pharmacies to the closed
Specialty Pharmacy distribution networks throughout the year 2021 and we fully transitioned in the fourth quarter of
the same year. The transition caused a one-time inventory draw-down of approximately 1,300 bottles of Mytesi across
78
our third-party logistics warehouse, wholesalers, distributors, and retail stores. This significantly contributed to the
decrease of $4.8 million of Mytesi gross revenue for the year 2021 compared to 2020.
Medicaid and AIDS Drug Assistance Program (“ADAP”) rebates accounted for $3.5 million and $1.7 million
for the year ended December 31, 2021 and 2020, respectively, an increase of $1.7 million primarily due to the WAC
increase implemented by the Company in April 2020 which resulted in higher government rebates from Medicaid,
ADAP, public health services programs, and includes approximately $800,000 in chargebacks from the State of
California. Sales discounts were $6.2 million and $7.0 million for the year ended December 31, 2021 and 2020,
respectively, a decrease of $778,000. We expect the wholesaler fees to decline in line with our switch to the closed
Specialty Pharmacy distribution network.
Due to the Company’s arrangements, including elements of variable consideration, gross product sales are
reduced in order to reflect the expected consideration to arrive at net product sales. Deductions to reduce gross product
sales to net product sales for the years ended December 31, 2021 and 2020 are as follows:
Year Ended
December 31,
(in thousands)
Gross product sales
Mytesi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Neonorm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gross product sales . . . . . . . . . . . . . . . . . . .
Medicaid rebates . . . . . . . . . . . . . . . . . . . . . . .
Sales discounts . . . . . . . . . . . . . . . . . . . . . . . . .
Sales returns . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesaler fee . . . . . . . . . . . . . . . . . . . . . . . . .
Net product sales . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021
2020
Variance
Variance %
15,657
62
15,719
(3,484)
(6,268)
(104)
(1,528)
4,335
$
$
20,434 $
77
20,511
(1,738)
(7,046)
(273)
(2,069)
9,385 $
(4,777)
(15)
(4,792)
(1,746)
778
169
541
(5,050)
(23.4)%
(19.5)%
(23.4)%
100.5 %
(11.0)%
(61.9)%
(26.1)%
(53.8)%
Our gross product revenues were $15.7 million and $20.5 million for the year ended December 31, 2021 and
2020, respectively. These periods reflect revenue from the sale of our human drug Mytesi and our animal products
branded as Neonorm Calf and Neonorm Foal. This contributed to the decrease of $4.8 million of Mytesi gross revenue
for the year 2021 compared to 2020.
Our Neonorm product revenues were $62,000 and $77,000 for the year ended December 31, 2021 and 2020,
respectively. Sales and marketing expenses for Neonorm products are not significant during 2021 and none during the
same period in 2020.
Cost of Product Revenue
(in thousands)
Cost of Product Revenue
Material cost . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Direct labor . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution fees . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended
December 31,
2021
2020
Variance
Variance %
998 $
996
199
140
1,800 $
724
430
326
(802)
272
(231)
(186)
(947)
(44.6)%
37.6 %
(53.7)%
(57.1)%
(28.9)%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,333 $
3,280 $
The change in cost of product revenue of $947,000 for the year ended December 31, 2021 compared to 2020
was primarily due to:
• Material costs decreased $802,000 from $1.8 million for the year ended December 31, 2020 to $998,000
in 2021, largely attributable to lower sales resulting in less cost of materials for bottles sold and to non-
79
recurring write-off of non-conforming inventory in the year ended December 31, 2020. There was no
write-off in 2021.
• Distribution fees decreased $231,000 from $430,000 for the year ended December 31, 2020 to $199,000
in 2021 in line with our transition from Title model to Specialty Pharmacy distribution network.
• Other costs decreased $186,000 from $326,000 for the year ended December 31, 2020 to $140,000 in
2021 mainly consisting of $118,000 less in write-offs of non-conforming inventory, and a decrease in
equipment maintenance of $9,000 in 2020.
• Direct labor increased $272,000 from $724,000 for the year ended December 31, 2020 to $996,000 in
2021, due to increased resources in manufacturing.
Research and Development Expense
The following table presents the components of research and development (“R&D”) expense for the years
ended December 31, 2021 and 2020:
Year Ended
December 31,
(in thousands)
Research and Development:
Clinical and contract manufacturing . . . . . . . . . $
Personnel and related benefits . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . .
Materials expense and tree planting . . . . . . . . . .
Travel, other expenses . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021
2020
Variance
Variance %
6,257 $
3,954
1,319
361
40
3,148
15,079 $
1,674 $
1,771
749
94
45
2,080
6,413 $
4,583
2,183
570
267
(5)
1,068
8,666
273.8 %
123.3 %
76.1 %
284.0 %
(11.1)%
51.3 %
135.1 %
The change in R&D expense of $8.7 million for the year ended December 31, 2021 compared to 2020 was
primarily due to:
• Clinical and contract manufacturing expenses increased $4.6 million from $1.7 million for the year
ended December 31, 2020 to $6.3 million in 2021 largely due to increased clinical trial activities related
to the start-up of CTD and other indications, additional CMC manufacturing, consulting and contractors’
expenses, and cholera/lechlemer research expenses.
• Personnel and related benefits increased $2.2 million from $1.8 million for the year ended December 31,
2020 to $4.0 million in 2021 due to increased resources, salary increases in April 2021 and an increase in
bonus.
• Other expenses increased $1.1 million from $2.1 million for the year ended December 31, 2020 to $3.1
million in 2021 mainly consisting of consulting, formulation and regulatory fees. Consulting expenses
increased due to increase in clinical trial consultants while direct R&D testing costs also increased due to
an increase in R&D work.
• Stock-based compensation increased $570,000 from $749,000 for the year ended December 31, 2020 to
$1.3 million in 2021 primarily due to new options granted in April 2021.
• Material expense and tree planting increased $267,000 from $94,000 for the year ended December 31,
2020 to $361,000 in 2021 due to increased clinical trials.
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Sales and Marketing Expense
The following table presents the components of sales and marketing (“S&M”) expense for the years ended
December 31, 2021 and 2020:
Year Ended
December 31,
(in thousands)
Sales and Marketing:
Personnel and related benefits . . . . . . .
Direct marketing fees and expense . . .
Stock-based compensation . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
2021
2020
Variance
Variance %
3,916
3,415
319
1,244
8,894
$
$
3,323
2,187
220
879
6,609
$
$
593
1,228
99
365
2,285
17.8 %
56.1 %
45.0 %
41.5 %
34.6 %
The change in S&M expense of $2.3 million for the year ended December 31, 2021 compared to 2020 was
primarily due to:
• Direct marketing fees and expense increased $1.2 million from $2.2 million for the year ended
December 31, 2020 to $3.4 million in 2021 due to an increase in marketing programs for Mytesi related
to the expanding market access through specialty pharmacy channels.
• Personnel and related benefits increased $593,000 from $3.3 million for the year ended December 31,
2020 to $3.9 million in 2021 due to the addition of four new personnel within Commercial Operations,
increase in bonus, and salary increases in April 2021.
• Other expenses increased $365,000 from $879,000 for the year ended December 31, 2020 to $1.2
million in 2021 largely due to additional marketing consulting costs.
General and Administrative Expense
The following table presents the components of general and administrative (“G&A”) expense for the years
ended December 31, 2021 and 2020:
Year Ended
December 31,
(in thousands)
General and Administrative:
Personnel and related benefits . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . .
Legal services . . . . . . . . . . . . . . . . . . . . . . . . . .
Public company expense . . . . . . . . . . . . . . . . . .
Audit, tax and accounting services. . . . . . . . . .
Third-party consulting services . . . . . . . . . . . .
Rent and lease expense . . . . . . . . . . . . . . . . . . .
Travel, other expenses . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
2021
2020
Variance
Variance %
3,390
2,336
2,303
2,270
982
859
282
197
4,484
17,103
$
$
1,845
1,855
2,449
1,179
706
845
690
38
4,780
14,387
$
$
1,545
481
(146)
1,091
276
14
(408)
159
(296)
2,716
83.7 %
25.9 %
(6.0)%
92.5 %
39.1 %
1.7 %
(59.1)%
418.4 %
(6.2)%
18.9 %
The change in G&A expenses of $2.7 million for the year ended December 31, 2021 compared to 2020 was
due primarily to:
• Personnel and related benefits increased $1.5 million from $1.8 million for the year ended December 31,
2020 to $3.4 million in 2021 due to new hires and increase in bonus.
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• Public company expenses increased $1.1 million from $1.2 million for the year ended December 31,
2020 to $2.3 million in 2021 largely attributable to the investor relations and communications consulting
expenses, and expenses for the annual shareholder meeting.
• Stock-based compensation expense increased $481,000 from $1.9 million for the year ended
December 31, 2020 to $2.3 million in 2021 primarily due to higher expense incurred for options granted
with immediate vesting to existing employees.
• Audit, tax and accounting services fees increased $276,000 from $706,000 for the year ended
December 31, 2020 to $982,000 in 2021, mostly due to the increased audit fees related to complex debt
and equity transactions.
• Travel, other expenses increased $159,000 from $38,000 for the year ended December 31, 2020 to
$197,000 in 2021 due to other corporate and investor relations activities.
• Rent and lease expense decreased $408,000 from $690,000 for the year ended December 31, 2020 to
$282,000 in 2021 as a result of the transfer to a lower-cost facility and the occupancy of less space.
• Other general and administrative expenses decreased $296,000 from $4.8 million for the year ended
December 31, 2020 to $4.5 million in 2021 largely due to decreased consulting expenses in 2021. There
was a non-recurring charge of $1.0 million for the Atlas trial delay penalty incurred in the year ended
December 31, 2020.
• Legal services decreased $146,000 from $2.4 million for the year ended December 31, 2020 to $2.3
million in 2021 primarily due to a decrease in fees related to legal proceedings and other regulatory
filings.
Series 3 Warrants Inducement Expense
The decrease in the Series 3 Warrants inducement expense of $2.2 million is due to the following:
•
•
In January 2021, the Company issued 135,416 Series 3 Warrants to a certain investor for the exercise of
135,416 Bridge Note Warrants in accordance with the May 2020 Modification of the 2019 Bridge Note
Warrants and Inducement Offer. These Series 3 Warrants were valued at $1.5 million using the Black-
Scholes-Merton option pricing model on the issuance date.
In May 2020, concurrent with the May 2020 modification of the exercise price of the Series 1, Series 2 and
Bridge Warrants and inducement offer, the Company issued unregistered Series 3 warrants to purchase
2,890,284 shares of common stock. These Series 3 warrants were valued at $3.7 million using the Black-
Scholes-Merton option pricing model on the issuance date.
ELOC Warrants Inducement Expense
In April 2021, in consideration for Oasis Capital’s entry into the amendment to the March 2020 Equity Line
of Credit, the Company issued Oasis Capital a common stock purchase warrant exercisable for 33,333 shares of
common stock with an exercise price per share equal to $5.61 on the date of the amendment. These warrants were
valued at $172,000 on the issuance date.
Series B Convertible Preferred Stock Inducement Expense
On March 24, 2020, the Company entered into a Warrant Exercise and Preferred Stock Amendment
Agreement with a holder of its Series 2 warrants previously issued in the Company’s registered public offering on
July 23, 2019, pursuant to which the holder agreed to exercise in cash its warrants to purchase an aggregate of 416,666
82
shares of common stock, at a reduced exercise price of $1.57 per share for gross proceeds to the Company of
approximately $653,000. As a further inducement to enter into the Amendment Agreement, the Company agreed to
reduce the conversion price of the Company’s Series B Convertible Preferred Stock from $6.00 to $1.34. The
modification of the conversion price of the Series B Convertible Preferred shares was qualitatively considered an
extinguishment and the Company followed the guidance in ASC 260-10-S99-2 and recorded an expense of $1.6
million and derecognizing the Series B Convertible Preferred shares.
Interest Expense, net
Interest expense increased $5.6 million from $2.8 million for the year ended December 31, 2020 to $8.4
million in 2021 primarily due to additional interest expense incurred on royalty interest agreements.
Loss on Extinguishment of Debt and Exchange of Series D Perpetual Preferred Stock
The loss on extinguishment of debt and conversion of Series D Perpetual Preferred Stock decreased $1.1
million from $1.9 million for the year ended December 31, 2020 to $753,000 in 2021 is due to the following:
• During 2020, the Company recorded a $560,000 extinguishment loss from exchanges of the outstanding
Exchange Note 1 for shares of the Company’s common stock; and
•
•
In December 2020, the Company recorded a $1.3 million loss from exchanges of Series D Perpetual
Preferred Stock for shares of the Company’s common stock.
In January 2021, the Company recorded a $753,000 loss from the exchange of the outstanding balance of
Exchange Note 2 for the Company’s shares common stock.
Change in Fair Value of Financial Instruments and Hybrid Instrument Designated at FVO
Change in fair value of financial instruments decreased $743,000 from a loss of $2.7 million for the year
ended December 31, 2020 to a loss of $2.0 million in 2021 primarily due to fair value adjustments in liability
classified warrants and notes payable designated at FVO.
Deemed Dividend Attributable to Series C Perpetual Preferred Stock
The Company recorded a deemed dividend of $2.5 million for the year ended December 31, 2020 that
resulted from the series of exchanges of Series C Perpetual Preferred Stock in October and December 2020.
Deemed Dividend Attributable to Accretion of Series A Redeemable Convertible Preferred Stock
The Company recorded a deemed dividend charge of $1.3 million for the year ended December 31, 2020 for
the accretion of the redemption amount and carrying value of the Series A Convertible Preferred Stock.
Deemed Dividend Attributable to Series 1, Series 2 and Bridge Warrant Holders
The Company recorded a deemed dividend of $856,000 for the year ended December 31, 2020 that resulted
from the modification of the Series 1, Series 2 and Bridge Warrants in May 2020.
Stock Dividend Attributable to Series C Perpetual Preferred Stock
The Company recorded a $130,000 stock dividend attributable to the Series C Perpetual Preferred Stock for
the year ended December 31, 2020. The Series C Perpetual Preferred shares were entitled to receive 10% cumulative
stock dividends, to be payable in arrears on a monthly basis for 24 consecutive months. Dividends payable on the
83
Series C Perpetual Preferred shares shall be payable through the Company’s issuance of Series C Perpetual Preferred
share by delivering to each record holder the calculated number of payment-in-kind dividend shares.
Liquidity and Capital Resources
Sources of Liquidity
We have incurred net losses since our inception. For the years ended December 31, 2021 and 2020, we had
net losses of $52.6 million and $33.8 million, respectively, and we expect to incur additional losses in the near-term
future. At December 31, 2021, we had an accumulated deficit of $219.5 million. To date, we have generated only
limited revenue, and we may never achieve revenue sufficient to offset our expenses. The Company expects to incur
substantial losses and negative cash flows in future periods. Further, the Company’s future operations, which include
the satisfaction of current obligations, are dependent on the success of the Company’s ongoing development and
commercialization efforts, as well as securing of additional financing and generating positive cash flows from
operations. There is no assurance that the Company will have adequate cash balances to maintain its operations.
We had cash of $17.1 million as of December 31, 2021 to fund our operating plan through one year from the
issuance of these consolidated financial statements.
Although the Company plans to finance its operations and cash flow needs through equity and/or debt
financing, collaboration arrangements with other entities, license royalty agreements, as well as revenue from future
product sales, the Company does not believe its current cash balances are sufficient to funds its operating plan through
one year from the issuance of these consolidated financial statements. The Company has an immediate need to raise
cash. There can be no assurance that additional funding will be available to the Company on acceptable terms, or on a
timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating
needs. If the Company is unable to obtain an adequate level of financing needed for the long-term development and
commercialization of our products, the Company will need to curtail planned activities and reduce costs. Doing so will
likely have an adverse effect on our ability to execute our business plan; accordingly, there is substantial doubt about
the ability of the Company to continue in existence as a going concern. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of these uncertainties.
We have funded our operations primarily through the issuance of equity and debt financing, in addition to
sales of commercial products. Cash provided by financing activities in 2021 are as follows:
• During January 2021, an aggregate of 416,664 shares of common stock was issued upon the exercise of the
December 2019 PIPE Financing Warrants for total proceeds of $975,000.
• On January 13, 2021, the Company entered into a securities purchase agreement, pursuant to which the
Company agreed to issue and sell, in a registered public offering an aggregate of 1,479,290 shares of
common stock, at an offering price of $10.14 per share for net proceeds of approximately $13.5 million.
• On January 19, 2021, the Company entered into a note purchase agreement with Streeterville Capital, LLC
(“Streeterville”), pursuant to which the Company issued a secured promissory note in the aggregate principal
amount of $6.2 million for an aggregate purchase price of $6.0 million.
• During January and February 2021, the Company issued an aggregate of 669,850 shares under the ATM
Agreement for total net proceeds of $5.4 million.
• On March 8, 2021, the Company entered into a Royalty Purchase Agreement with Streeterville, pursuant to
which the Company sold a royalty interest entitling Streeterville to $10.0 million and any interest, fees, and
charges as royalty repayment amount for an aggregate purchase price of $5.0 million. Interest will accrue on
the royalty repayment amount at a rate of 5% per annum, compounding quarterly, and will increase to 10%
per annum, compounding quarterly on the 12-month anniversary of the closing date.
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• Between January to March 2021, an aggregate of 1,383,524 shares of common stock were issued upon the
exercise of Series 1, Series 2 and Bridge Note Warrants for total proceeds of $2.0 million.
• On April 29, 2021, the Company entered into a securities purchase agreement, pursuant to which the
Company agreed to issue and sell, in a registered public offering an aggregate of 2,549,000 shares of
common stock at an offering price of $4.23 per share for gross proceeds of approximately $10.8 million
before deducting placement agent fees and related offering expenses of $948,000.
• On September 13, 2021, the Company entered into a securities purchase agreement (the “September 2021
PIPE Financing”) with certain investors, pursuant to which the Company agreed to issue and sell to the
investors in a private placement an aggregate of 309,242 unregistered shares of the Company’s common
stock for an aggregate purchase price of approximately $776,000 or $2.51 per share.
• On December 10, 2021, the Company entered into another ATM Agreement (“December 2021 ATM
Agreement”) with Ladenburg, pursuant to which the Company may offer and sell, from time to time through
Ladenburg, shares of common stock having an aggregate offering price of up to $15.0 million. As of
December 31, 2021, the Company has issued 2,261,596 shares under the December 2021 ATM Agreement
for a total net proceeds of $3.2 million.
We expect our expenditures will continue to increase as we continue our efforts to develop our products and
continue development of our pipeline in the near term. We may seek additional capital due to favorable market
conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating
plans. We may also not be successful in entering into partnerships that include payment of upfront licensing fees for
our products and product candidates for markets outside the United States, where appropriate. If we do not generate
upfront fees from any anticipated arrangements, it would have a negative effect on our operating plan. We still plan to
finance our operations and capital funding needs through equity and/or debt financing as well as revenue from future
product sales. However, there can be no assurance that additional funding will be available to us on acceptable terms
on a timely basis, if at all, or that we will generate sufficient cash from operations to adequately fund operating needs
or ultimately achieve profitability. If we are unable to obtain an adequate level of financing needed for the long-term
development and commercialization of our products, we will need to curtail planned activities and reduce costs. Doing
so will likely have an adverse effect on our ability to execute on our business plan.
Cash Flows for Year Ended December 31, 2021 compared to the Year Ended December 31, 2020
The following table shows a summary of cash flows for the years ended December 31, 2021 and 2020:
(in thousands)
Total cash used in operating activities . . . . . . . . . . . . . .
Total cash used in investing activities . . . . . . . . . . . . . .
Total cash provided by financing activities . . . . . . . . . .
Net increase in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
Year Ended December 31,
2020
2021
(34,970)
(6)
43,937
8,961
$
$
(15,278)
(7)
19,492
4,207
Cash Used in Operating Activities
During the year ended December 31, 2021, net cash used in operating activities of $35.0 million resulted
from our net loss of $52.6 million adjusted by amortization of debt issuance costs, debt discount, and non-cash interest
expense of $5.2 million, stock-based compensation of $4.0 million, change in fair value of financial instruments and
hybrid instruments designated at FVO of $2.0 million, depreciation and amortization expenses of $1.7 million, Series
3 and ELOC warrants inducement expenses of $1.6 million, loss on extinguishment of debt of $753,000, amortization
of operating lease right-of-use assets of $94,000, derecognition of debt discount on settlement of receivables secured
borrowing of $49,000, shares issued in exchange for services of $16,000, and net changes in operating assets and
liabilities of $2.3 million.
85
During the year ended December 31, 2020, net cash used in operating activities of $15.3 million resulted
from our net loss of $33.8 million adjusted by depreciation and amortization expenses of $1.7 million, interest paid on
the conversion of debt to equity of $0.6 million, a loss on extinguishment of debt and conversion of Series D Perpetual
Preferred Stock of $1.9 million, a loss on recourse obligation on secured borrowing of $15,000, amortization of
operating lease right-of-use assets of $553,000, expense on modifications of warrants of $86,000, inducement charge
of $1.6 million on the modification of Series B Convertible Preferred Stock, stock-based compensation of $2.8
million, other stock and warrant payments of $1.1 million, amortization of debt discounts, debt issuance costs, and
non-cash interest expense of $2.7 million, $2.5 million in shares issued to Atlas Sciences for settlement of the Trial
Delay Fee, an increase in fair value of financial instruments of $2.7 million, and $3.7 million charge for Series 3
Warrants issued as an inducement to exercise equity-classified Series 1, Series 2 and Bridge warrants, offset by
changes in operating assets and liabilities of $3.5 million.
Cash Used in Investing Activities
During the year ended December 31, 2021, cash used in investing activities was $6,000 which consisted of
cash used to purchase property and equipment.
During the year ended December 31, 2020, cash used in investing activities was $7,000 which consisted of
cash used to purchase property and equipment.
Cash Provided by Financing Activities
During the year ended December 31, 2021, net cash provided by financing activities of $43.9 million
consisted of $23.2 million in net proceeds received from shares issued in registered public offering, $11.0 million in
net proceeds received from issuance of notes payable, $8.6 million in net proceeds from shares issued in an At the
Market offering, $2.0 million in net proceeds received from shares issued on conversion of Series 1, Series 2, and
2019 Bridge Note Warrants, $1.8 million in net proceeds received from shares issued in PIPE financing, $247 million
noncontrolling interest, and $3,000 in net proceeds from exercise of stock options, offset by $1.8 million repayment of
receivables secured borrowing, $943,000 repayment of insurance financing, $100,000 in principal payments of the
notes payable and $35,000 payment of ELOC warrants offering costs.
During the year ended December 31, 2020, net cash provided by financing activities of $19.5 million
consisted of $12.3 million in net proceeds received from issuances of a notes payable, $7.1 million received from
borrowings secured by the Company’s trade receivables, $668,000 in net proceeds received from shares of common
stock issued via a PIPE financing, $5.8 million in net proceeds received from shares of common stock issued on
exercise of Series 1, Series 2, and 2019 Bridge Note warrants, and $1.3 million in net proceeds received from issuance
of other shares of common stock, offset by $7.3 million in principal payments of the notes payable, secured
borrowings and insurance premium borrowings, $185,000 million in issuance costs from shares issued as part of the
underwriter settlement agreement, and $142,000 other payments of issuance costs.
Off-Balance Sheet Arrangements
Since inception, we have not engaged in the use of any off-balance sheet arrangements, such as structured
finance entities, special purpose entities or variable interest entities.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
86
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Jaguar Health, Inc.
Index to Financial Statements
Financial Statements
Reports of Independent Registered Public Accounting Firms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2021 and 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and 2020 .
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020. . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
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93
94
96
98
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Shareholders of Jaguar Health, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Jaguar Health, Inc., (the “Company”) as of
December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity, and cash
flows for the year ended December 31, 2021, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the
year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of
America.
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as
a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has an accumulated
deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and
management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis
for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that:
88
(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Impairment of Intangible Assets, Net—Refer to Note 2 and Note 7 to the financial statements
Critical Audit Matter Description
As of December 31, 2021, the Company had intangible assets, net, of $22.7 million. Intangible assets are evaluated
based on the asset group based on product as well as being evaluated between definite-lived and indefinite-lived
intangible assets for the purpose of the impairment assessment. The Company assesses potential impairments
whenever events or circumstances indicate that the asset may be impaired. For finite-lived intangibles assets the
impairment is based on recoverability. Recoverability of an asset group is measured by a comparison of the carrying
amount of an asset group to its forecasted cash flows expected to be generated by the asset group. If the carrying
amount of the asset group exceeds its estimated forecasted cash flows, an impairment charge is recognized as the
amount by which the carrying amount of the asset group exceeds the fair value of the asset group. An indefinite-lived
intangible asset is considered impaired if the carrying amount exceeds the fair value of the asset group. The fair value
of the asset group was determined using the income approach. The Company did not recognize an impairment loss in
the financial statements for the year ended December 31, 2021.
We identified the evaluation of intangible asset impairment as a critical audit matter because the determination of the
forecasted individual asset group’s cash flows, including revenue, expenses, and other items, requires a high degree of
auditor judgment and increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
The principal considerations for our determination that performing procedures relating to the valuation of intangible
assets as a critical audit matter are (1) there was a high degree of auditor judgment and subjectivity in applying
procedures relating to the fair value of intangible assets acquired due to the significant judgment by management
when developing the estimates and (2) significant audit effort was required in evaluating the significant assumptions
relating to the estimates, including the income projections and discount rates. In addition, the audit effort involved the
use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the
audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included the following:
•
Inquiry of management regarding the development of the assumptions used in the valuation of the intangible
assets.
• Testing management’s process included evaluating the appropriateness of the valuation models, testing the
completeness, accuracy, and relevance of underlying data used in the models, and testing the reasonableness
of significant assumptions, including the income projections and discount rates.
• Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of
significant assumptions.
• Evaluated the experience, qualifications and objectivity of the Company’s specialist, a third-party valuation
firm.
• Obtained an understanding of the nature of the work the Company’s specialist performed, including the
objectives and scope of the specialist’s work; the methods or assumptions used; and a comparison of the
methods or assumptions used with those used in the preceding period. Identified and evaluated assumptions
developed by the specialist considering assumptions generally used in the specialist’s field; supporting
evidence provided by the specialist; existing market data; historical or recent experience and changes in
conditions and events affecting the Company.
89
• Tested the accuracy and completeness of company-produced data used by the specialist, and evaluated the
relevance and reliability of externally obtained data. For assumptions provided to the specialist by the
company, evaluated whether there is a reasonable basis for using each assumption considering whether other
reasonably likely outcomes could materially affect the relevant financial statement assertions. Identified and
evaluated significant assumptions used by the specialist for reasonableness.
• Evaluated the Company’s estimates of future revenue projections by completing a retrospective comparison
to historical revenue projections. We tested the significant assumptions discussed above, as well as the
completeness and accuracy of the underlying data used in the projected cash flows and valuations.
• To reflect the uncertainty inherent in the projections, we performed our own sensitivity analyses by
increasing or decreasing the significant assumptions and evaluated the potential impact on the fair value. In
addition, we tested the reconciliation of the fair value of the asset group developed by management to the
market capitalization of the Company as of the valuation date.
/s/ RBSM, LLP
We have served as the Company's auditor since 2021.
Larkspur, California
March 11, 2022
PCAOB ID Number 587
90
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Jaguar Health, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Jaguar Health, Inc. (“Company”) as of December 31,
2020, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year
ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with
accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Mayer Hoffman McCann P.C.
We served as the Company's auditor since 2019, which ended in 2021.
San Diego, California
March 31, 2021 (except for the effects of the reverse stock split described in Note 1, as to which the date is March 11,
2022)
PCAOB ID Number 199
91
JAGUAR HEALTH, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
Assets
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable - pledged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease - right-of-use asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities and stockholders' equity
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warrant liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes payable, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series D perpetual preferred stock: $0.0001 par value; 977,300 shares authorized at December 31, 2021
and 2020; zero shares issued and outstanding at December 31, 2021 and 2020 . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes payable, net of discount, net of current portion (includes hybrid instrument designated at Fair
Value Option amounting to $7.8 million and zero as of December 31, 2021 and 2020, respectively) . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (See Note 6)
Stockholders' equity
Series B-2 convertible preferred stock: $0.0001 par value, 10,165 shares authorized at December 31, 2021
and 2020; zero shares issued and outstanding at December 31, 2021 and 2020 . . . . . . . . . . . . . . . . . . .
Series C perpetual preferred stock: 1,011,000 shares authorized at December 31, 2021 and 2020; zero
shares issued and outstanding at December 31, 2021 and 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock - voting: $0.0001 par value, 150,000,000 shares authorized at December 31, 2021 and
2020; 48,352,527 and 38,007,420 shares issued and outstanding at December 31, 2021 and 2020,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock - non-voting: $0.0001 par value, 50,000,000 shares authorized at December 31, 2021 and
2020; 2,120,786 shares issued and outstanding at December 31, 2021 and 2020 . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
December 31,
2021
December 31,
2020
$
$
$
17,051
1,709
—
435
4,900
4,339
28,434
650
1,084
22,651
446
53,265
4,929
7,117
1
240
3,184
—
15,471
919
25,022
41,412
—
—
5
8,090
2,098
2,434
28
2,782
2,360
17,792
677
—
24,337
37
42,843
4,759
4,493
179
—
3,789
—
13,220
—
12,421
25,641
—
—
4
—
231,100
242
(219,494)
11,853
53,265
$
—
184,097
—
(166,899)
17,202
42,843
The accompanying notes are an integral part of these consolidated financial statements.
92
JAGUAR HEALTH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
Product revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating expenses
Cost of product revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series 3 warrants inducement expense . . . . . . . . . . . . . . . . . . . . . . . . .
ELOC warrants inducement expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B convertible preferred stock inducement expense . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt and exchange of Series D
perpetual preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of financial instruments and hybrid instrument
designated at Fair Value Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss and comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deemed dividend attributable to Series C perpetual preferred stock. . . .
Deemed dividend attributable to accretion of Series A redeemable
convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deemed dividend attributable to Series 1, Series 2 and Bridge warrant
Year Ended
December 31,
2021
2020
4,335
$
9,385
2,333
15,079
8,894
17,103
1,462
172
—
45,043
(40,708)
(8,421)
(753)
(1,953)
(765)
(52,600)
—
(52,600)
—
—
3,280
6,413
6,609
14,387
3,696
—
1,647
36,032
(26,647)
(2,792)
(1,864)
(2,696)
190
(33,809)
—
(33,809)
(2,521)
(1,332)
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock dividend attributable to Series C perpetual preferred stock . . . . . .
Adjusted net loss and comprehensive loss. . . . . . . . . . . . . . . . . . . . . . . . . $
Net loss attributable to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . $
Net loss attributable to common shareholders . . . . . . . . . . . . . . . . . . . . . $
Net loss per share, basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted-average common shares outstanding, basic and diluted . . . . .
—
—
(52,600)
(5)
(52,595)
(1.18)
44,711,588
$
$
$
$
(856)
(130)
(38,648)
—
(38,648)
(3.00)
12,880,868
The accompanying notes are an integral part of these consolidated financial statements.
93
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T
JAGUAR HEALTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
December 31,
2021
December 31,
2020
(in thousands)
Cash flows from operating activities
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance costs, debt discount, and non-cash interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of financial instruments and hybrid instrument designated at Fair Value Option . . . . . . . . . . . . . . .
Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series 3 warrants inducement expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt and conversion of Series D perpetual preferred stock . . . . . . . . . . . . . . . . . . . . . . . . .
ELOC warrants inducement expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of operating lease - right-of-use-asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derecognition of debt discount on settlement of receivables secured borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued in exchange for services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B convertible preferred stock inducement expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expense on modification of warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares and warrants issued in Underwriter settlement agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued as consideration paid under the Oasis Capital Equity Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . .
Loss on recourse obligation on secured borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest paid on the conversion of debt to equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued to Atlas for settlement of Trial Delay Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued on conversion of warrants of Atlas for settlement of Trial Delay Fee . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities
Purchase of equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cash used in investing activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities
Proceeds from issuance of shares in registered public offering, net of issuance and offering costs of $2,550 . . . . . . . . . .
Proceeds from issuance of notes payable, net of issuance costs of $50 in 2021 and 2020 . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of shares in At the Market offering, net of issuance and offering costs of $465 in 2021 and
offering costs of $78 in 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of shares on conversion of Series 1, Series 2, and 2019 Bridge Note warrants, net of issuance
and offering costs of $486 in 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of receivables secured borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of shares in PIPE financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of insurance financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of ELOC warrants offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of receivables, net of debt discount and issuance costs of $640 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance costs from shares issued on Underwriter settlement agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of deferred offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock on conversion of Oasis Capital an Equity Purchase Agreement put options,
net of issuance costs of $13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
96
(52,600) $
(33,809)
5,171
3,974
1,953
1,719
1,462
753
172
94
49
16
—
—
—
—
—
—
—
—
2,823
(407)
(2,118)
(796)
(408)
158
3,034
(19)
(34,970)
(6)
(6)
23,232
10,975
8,595
2,034
(1,822)
1,751
(943)
247
(100)
(35)
3
—
—
—
—
43,937
8,961
8,090
17,051 $
2,670
2,824
2,696
1,727
3,696
1,864
—
553
—
984
1,647
86
76
33
15
611
612
1,904
(2,840)
(26)
(653)
(955)
893
(743)
1,194
(337)
(15,278)
(7)
(7)
—
12,300
1,281
5,797
(6,207)
668
(681)
—
(406)
—
—
7,057
(185)
(142)
10
19,492
4,207
3,883
8,090
JAGUAR HEALTH, INC.
STATEMENTS OF CASH FLOWS (continued)
Supplemental schedule of cash flow information
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Supplemental schedule of non-cash financing and investing activities
Shares issued in exchange of partial settlement of royalty interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Shares issued on exercise of Series 3 warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Insurance financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Recognition of operating lease - right-of-use asset and operating lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Lease modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Offering costs included in accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Extinguishment of Series A redeemable convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Common stock issued as redemption of Series D perpetual preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Issuance of Series D perpetual preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Common stock issued as redemption of notes payable and related interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Issuance of Series C perpetual preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deemed dividend attributable to Series C perpetual preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accretion to redemption value of Series A contingently redeemable convertible preferred stock . . . . . . . . . . . . . . . . . . $
Conversion of Series B-2 convertible preferred stock into common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deemed dividend attributable to Series 1, Series 2 and Bridge warrant holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Shares issued on exercise of Series B convertible preferred shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Shares issued to PoC Capital in payment of contracted research fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Stock dividend attributable to Series C perpetual preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended
December 31,
2021
December 31,
2020
28 $
757
2,982
1,776
1,183
1,087
91
13
—
—
—
—
—
—
—
—
—
—
—
—
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
—
6,057
776
—
—
—
11,227
6,575
6,404
6,165
4,717
2,521
1,332
1,236
856
476
437
130
The accompanying notes are an integral part of these consolidated financial statements.
97
Jaguar Health, Inc.
Notes to Financial Statements
1. Organization and Business
Jaguar Health, Inc. (“Jaguar” or the “Company”), formerly known as Jaguar Animal Health, Inc., was
incorporated on June 6, 2013 (inception) in Delaware. The Company was a majority-owned subsidiary of Napo until
the close of the Company's initial public offering on May 18, 2015. The Company was formed to develop and
commercialize first-in-class gastrointestinal products for companion and production animals and horses. The
Company's first commercial product, Neonorm Calf, was launched in 2014 and Neonorm Foal was launched in the
first quarter of 2016. The Company's activities are subject to significant risks and uncertainties, including failing to
secure additional funding in order to timely complete the development and commercialization of products.
On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger
dated March 31, 2017 by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo's
representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the
completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as the wholly-owned
subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from
“Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly-owned subsidiary of Jaguar
focused on human health and the ongoing commercialization of Mytesi, a Napo drug product approved by the U.S.
FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.
On March 15, 2021, the Company established Napo EU in Italy as a subsidiary of Napo. Napo EU’s mission
is to develop and commercialize novel, plant-based, sustainably derived prescription medicines in Europe (excluding
Russia) for people with gastrointestinal distress to provide relief and treatment from various gut disorders, their
symptoms, and interventions. The initial focus of Napo EU is on pursuing the accelerated conditional marketing
authorization pathway from the European Medicines Agency for crofelemer for an important orphan-designated
disease: Intestinal failure with short bowel syndrome (“SBS-IF”).
On November 3, 2021, Napo EU and Dragon SPAC S.p.A (“Dragon SPAC”) merged. Dragon SPAC is
private company limited by shares with registered office in Italy. Upon close, Dragon SPAC became a controlled
subsidiary of the Company and will be a consolidated entity. Further, Napo EU was incorporated into Dragon SPAC
with Dragon SPAC as the surviving entity which took over by operation of law all the assets, rights, reasons and
actions as well as liabilities, obligations and commitments of NAPO EU. The merged entity was named as Napo
Therapeutics S.p.A (“Napo Therapeutics”).
The Company manages its operations through two segments – human health and animal health and is
headquartered in San Francisco, California.
Nasdaq Communication and Compliance
Minimum Stockholders’ Equity Requirement
On February 17, 2022, the Company received a letter from the Staff of Nasdaq indicating that the bid price of
the Company’s common stock for the last 30 consecutive business days had again closed below the minimum $1.00
per share required for the continued listing under Nasdaq Listing Rule 5550(a)(2) (see Note 16).
Liquidity and Going Concern
The Company, since its inception, has incurred recurring operating losses and negative cash flows from
operations and has an accumulated deficit of $219.5 million as of December 31, 2021. The Company expects to incur
substantial losses and negative cash flows in future periods. Further, the Company’s future operations, which include
the satisfaction of current obligations, are dependent on the success of the Company’s ongoing development and
98
commercialization efforts, as well as securing of additional financing and generating positive cash flows from
operations. There is no assurance that the Company will have adequate cash balances to maintain its operations.
Although the Company plans to finance its operations and cash flow needs through equity and/or debt
financing, collaboration arrangements with other entities, license royalty agreements, as well as revenue from future
product sales, the Company does not believe its current cash balances are sufficient to funds its operating plan through
one year from the issuance of these consolidated financial statements. The Company has an immediate need to raise
cash. There can be no assurance that additional funding will be available to the Company on acceptable terms, or on a
timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating
needs. If the Company is unable to obtain an adequate level of financing needed for the long-term development and
commercialization of our products, the Company will need to curtail planned activities and reduce costs. Doing so will
likely have an adverse effect on our ability to execute our business plan; accordingly, there is substantial doubt about
the ability of the Company to continue in existence as a going concern. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of these uncertainties.
Reverse Stock Split
On September 3, 2021, the Company filed the Certificate of Fifth Amendment to its Third Amended and
Restated Certificate of Incorporation with the Secretary of State of Delaware to effect a 1-for-3 reverse stock split of
the Company’s issued and outstanding shares of voting common stock, effective September 8, 2021. The reverse split
has been retrospectively reflected in all voting common stock, warrants, and common stock option shares disclosed in
these consolidated financial statements. The non-voting common stock and the convertible preferred stock were
excluded from the reverse split.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP").
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable
rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of the Company
and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. The reporting
currency of the Company is the U.S. dollar.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management
to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and the
accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments
and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial
results are the valuation of stock options, valuation of Series C Perpetual Preferred Stock and Series D Perpetual
Stock, valuation of hybrid instruments designated at fair value option (“FVO”), valuation of warrant liability, acquired
in-process research and development (“IPR&D”), useful lives assigned to long-lived assets, impairment assessment of
intangible assets, valuation adjustments for excess and obsolete inventory, allowance for doubtful accounts, deferred
taxes and valuation allowances on deferred tax assets, evaluation and measurement of contingencies, and recognition
of revenue, including estimates for product returns. Those estimates could change, and as a result, actual results could
differ materially from those estimates.
99
In March 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic. During
the year ended December 31, 2021, the Company’s financial results were not significantly affected by the COVID-19
outbreak. The Company has considered all information available as of the date of issuance of these financial
statements and the Company is not aware of any specific events or circumstances that would require an update to its
estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as
new events occur and additional information becomes available. The extent to which the COVID-19 outbreak affects
the Company’s future financial results and operations will depend on future developments which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of the outbreak, and
current or future domestic and international actions to contain and treat it. For a discussion of risks of COVID-19
relating to the Company’s business, see “Item 1A. - Risk Factors- Risks Related to Our Business- The novel
coronavirus global pandemic could adversely impact our business, including our supply chain, clinical trials and
commercialization of Mytesi and Canalevia.”
Cash
The Company’s cash on deposit may exceed United States federally insured limits at certain times during the
year. The Company maintains cash accounts with certain major financial institutions in the United States. The
Company does not have cash equivalents as of December 31, 2021 and 2020.
Accounts Receivable
Accounts receivable is recorded net of allowances for discounts for prompt payment and credit losses. The
Company estimates an allowance for credit losses by considering factors such as historical experience, credit quality,
the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to
pay. The corresponding expense for the credit loss allowance is reflected in general and administrative expenses. The
credit loss allowance was immaterial as of December 31, 2021 and 2020.
Concentrations
Cash is the financial instrument that potentially subjects the Company to a concentration of credit risk as cash
is deposited with banks and cash balances are generally in excess of Federal Deposit Insurance Corporation (“FDIC”)
insurance limits.
For the years ended December 31, 2021 and 2020, substantially all of the Company’s revenue was derived
from the sale of Mytesi. In looking at sales by the Company to distributors whose net revenue percentage of total net
revenue was equal to or greater than 10%, for fiscal years 2021 and 2020, the Company earned Mytesi revenue
primarily from three and one major pharmaceutical distributor(s) located in the United States, respectively. Revenue
earned from each major customer as a percentage of total revenue is as follows:
Customer 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73 %
11 %
12 %
97 %
— %
— %
Year Ended
December 31,
2021
2020
100
The Company is subject to credit risk from its accounts receivable related to its sales. The Company
generally does not perform evaluations of customers' financial condition and generally does not require collateral.
Accounts receivable balance of the significant customers as a percentage of total accounts receivable is as follows:
Customer 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16 %
37 %
37 %
95 %
— %
— %
December 31,
2021
2020
The Company is subject to concentration risk from its suppliers. The Company sources raw material used to
produce the active pharmaceutical ingredient (“API”) in Mytesi from two suppliers and is dependent on a single third-
party contract manufacturer for the supply of API in Mytesi and a single third-party contract manufacturer as well for
the supply of finished products for commercialization.
Other Risks and Uncertainties
The Company’s future results of operations involve a number of risks and uncertainties. Factors that could
affect the Company’s future operating results and cause actual results to vary materially from expectations include,
but are not limited to, rapid technological change, obtaining second source suppliers, regulatory approval from the
FDA or other regulatory authorities, the results of clinical trials and the achievement of milestones, market acceptance
of the Company’s product candidates, competition from other products and larger companies, protection of
proprietary technology, strategic relationships and dependence on key individuals.
Fair Value
The Company’s financial instruments include accounts receivable, accounts payable, accrued liabilities,
warrant liability, operating lease liability, equity-linked financial instruments, and debt. The recorded carrying amount
of accounts receivable, accounts payable and accrued liabilities reflect their fair value due to their short-term nature.
Other financial liabilities are initially recorded at fair value, and subsequently measured at either fair value or
amortized cost using the effective interest method. See Note 4 for the fair value measurements.
Fair Value Option
ASC 825-10, Financial Instruments, provides FVO election that allows companies an irrevocable election to
use fair value as the initial and subsequent accounting measurement attribute for certain financial assets and liabilities.
ASC 825-10 permits entities to elect to measure eligible financial assets and liabilities at fair value on an ongoing
basis. Unrealized gains and losses on items for which the FVO has been elected are reported in earnings. The decision
to elect the FVO is determined on an instrument-by-instrument basis, must be applied to an entire instrument and is
irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be
reported separately from those instruments measured using another accounting method. In accordance with the options
presented in ASC 825-10, the Company elected to present the aggregate of fair value and non-fair-value amounts in
the same line item in the consolidated balance sheets and parenthetically disclose the amount measured at fair value in
the aggregate amount.
Inventory
Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out
method. Cost is initially recorded at the invoiced amount of raw materials or API, including the sum of qualified
expenditures and charges in bringing the inventory to its existing condition and location. The Company calculates
inventory valuation adjustments when conditions indicate that net realizable value is less than cost due to physical
deterioration, usage, obsolescence, reductions in estimated future demand or reduction in selling price. Inventory
write-downs are measured as the difference between the cost of inventory and net realizable value.
101
Property and Equipment
Land is stated at cost, reflecting fair value of the property at July 31, 2017, the date of the Napo merger.
Equipment is stated at cost, net of accumulated depreciation. Equipment begins to be depreciated when it is placed
into service. Depreciation is calculated using the straight-line method over estimated useful lives ranging between 3 to
10 years.
Expenditures for repairs and maintenance of assets are charged to expense as incurred. Costs of major
additions and betterments are capitalized and depreciated on a straight-line basis over their estimated useful lives.
Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the
accounts and any resulting gain or loss is included in the consolidated statements of operations.
Long-Lived Assets
The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets,
including property and equipment and definite-lived intangible assets, to determine whether indicators of impairment
exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation
include management’s estimate of the asset’s ability to generate positive income from operations and positive cash
flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. If the
Company determines that an impairment trigger has been met, the Company evaluates the realizability of its long-
lived assets (asset group) based on a comparison of projected undiscounted cash flows from use and eventual
disposition with the carrying value of the related asset. Any write-downs (which are measured based on the difference
between the fair value and the carrying value of the asset) are treated as permanent reductions in the carrying amount
of the assets (asset group). Based on this evaluation, the Company believes that, as of each of the balance sheet dates
presented, none of the Company’s long-lived assets were impaired. The Company’s had no impairment of long-lived
assets for the years ended December 31, 2021 and 2020.
Indefinite-lived Intangible Assets
Acquired IPR&D are intangible assets acquired in the July 2017 Napo merger. Under ASC 805, IPR&D are
initially recognized at fair value and classified as indefinite-lived assets until the successful completion or
abandonment of the associated research and development efforts. During the development period, these assets will not
be amortized as charges to earnings; instead, these assets will be tested for impairment on an annual basis or more
frequently if impairment indicators are identified. An impairment loss is measured based on the excess of the carrying
amount over the asset’s fair value. The Company recorded an impairment of zero for the years ended December 31,
2021 and 2020.
Leases
The Company accounts for its leases in accordance with ASC 842, Leases.
At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease
based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use
assets are recorded based on the present value of lease payments over the expected lease term. Because the interest
rate implicit in lease contracts is typically not readily determinable, the Company utilizes its incremental borrowing
rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease
payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items
such as initial direct costs paid or incentives received.
Operating Lease
The Company had a non-cancelable operating lease with CA-Mission Street Limited Partnership for its
offices in San Francisco, California, through September 30, 2020. The lease agreement called for monthly base rents
102
between $38,000 and $41,000 over the term of the lease. The lease agreement was not renewed during the year ended
December 31, 2020.
The Company entered into a sublease agreement with Peacock Construction, Inc., a California corporation,
for office space located in San Francisco, California. The term of the sublease began on August 31, 2020 and expired
on May 31, 2021. The rent under the sublease was $15,000 per month beginning October 1, 2020, which includes
operating expenses and taxes. On October 1, 2020, the Company transitioned its operations from its existing premises
to the sublease premises, which the Company expects will serve as its principal administrative headquarters. The
Company elected not to apply the recognition requirements to short-term leases, and instead recognize the lease
payments in profit or loss on a straight-line basis over the lease term. As a result, there was no right-of-use asset and
lease liability recognized related to the sublease.
In April 2021, the Company entered into an office lease agreement with M & E, LLC, a California Limited
Liability Company, to lease approximately 10,526 square feet of office space located in San Francisco, California,
inclusive of office space currently covered under the sublease agreement with Peacock. The term of the lease began on
September 1, 2021 and will expire on August 31, 2024, unless earlier terminated. The base rent under the lease will be
$42,000 monthly for the first 12 months, $43,000 monthly for the next 12 months and $45,000 for the last twelve
months.
In December 2021, the Company entered into the first amendment to the lease with M & E, LLC whereby the
commencement date of one of the leased premises was modified to March 1, 2022. Accordingly, the expiration of the
lease was extended to February 28, 2025. The base rent under the original agreement remained the same but will be
due starting March 1, 2022. In addition, the rent for one of the leased premises being occupied by the Company will
continue to be $21,000 until the new commencement date.
Research and Development Expense
Research and development expense consists of expenses incurred in performing research and development
activities including related salaries, clinical trial and related drug and non-drug product costs, contract services and
other outside service expenses. Research and development expense is charged to operating expense in the period
incurred.
Clinical Trial Accruals
Clinical trial costs are a component of research and development expenses. The Company accrues and
expenses clinical trial activities performed by third parties based upon actual work completed in accordance with
agreements established with clinical research organizations and clinical sites. The Company determines the costs to be
recorded based upon validation with the external service providers as to the progress or stage of completion of trials or
services and the agreed-upon fee to be paid for such services.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with
Customers (“ASC 606”).
The Company’s policy typically permits returns if the product is damaged, defective, or otherwise cannot be
used when received by the customer if the product has expired. Returns are accepted for product that will expire
within six months or that have expired up to one year after their expiration dates. Estimates for expected returns of
expired products are based primarily on an ongoing analysis of our historical return patterns.
The Company recognizes revenue in accordance with the core principle of ASC 606 or when there is a
transfer of control of promised goods 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.
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The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the
amortization period of the asset that the Company otherwise would have recognized is one year or less.
The Company does not adjust the amount of consideration for the effects of a significant financing
component if, at contract inception, the expected period between the transfer of promised goods or services and
customer payment is one year or less.
The Company has elected to treat shipping and handling activities as fulfillment costs.
Additionally, the Company elected to record revenue net of sales and other similar taxes.
Contracts – Cardinal Health
Effective January 16, 2019, Napo engaged Cardinal Health SPS 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, Electronic Data
Interchange and system access support (the “Exclusive Distribution Agreement”).
On September 3, 2021, the Company ended its engagement with Cardinal Health as its exclusive title model
customer for commercial sales and fully implemented its limited distribution Specialty Pharmacy model. Cardinal
Health continues to provide third-party logistics services for Mytesi.
The Company's Neonorm and botanical extract products are primarily sold to distributors, who then sell the
products to the end customers. Since 2014, the Company has entered into several distribution agreements with
established distributors such as Animart, Vedco, VPI, RJ Matthews, Covetrus, and Stockmen Supply to distribute the
Company's products in the United States, Japan, and China. The distribution agreements and the related purchase
order together meet the contract existence criteria under ASC 606-10-25-1. The Company sells directly to its
customers without the use of an agent.
Performance obligations
For animal products sold by the Company, the single performance obligation identified 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, the single performance obligation identified above is the Company’s promise
to transfer Mytesi to Cardinal Health, based on specified payment and shipping terms as outlined in the Exclusive
Distribution Agreement.
Transaction price
For contracts with Cardinal Health, the transaction price is the amount of consideration to which the
Company expects to collect in exchange for transferring promised goods or services. The transaction price of Mytesi
and Neonorm is the Wholesaler Acquisition Cost (“WAC”), net of discounts, returns, and price adjustments.
Allocate transaction price
For contracts with Cardinal Health, the entire transaction price is allocated to the single performance
obligation contained in each contract.
Revenue recognition
For contracts with Cardinal Health, for the Company, a single performance obligation is satisfied at a point in
time, upon the FOB terms of each contract when control, including title and all risks, has transferred to the customer.
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Disaggregation of Product Revenue
Human
Sales of Mytesi are recognized as revenue at a point in time when the products are delivered to the
wholesaler. Net revenues from the sale of Mytesi were $3.3 million and $9.3 million for the years ended
December 31, 2021 and 2020, respectively.
Animal
The Company recognized Neonorm revenues of $62,000 and $76,000 for the years ended December 31,
2021 and 2020, respectively. Revenues are recognized at a point in time upon shipment, which is when title and
control is transferred to the buyer. Sales of Neonorm Calf and Foal to distributors are made under agreements that
may provide distributor price adjustments and rights of return under certain circumstances.
Contracts – Atlas Sciences, LLC
Effective April 15, 2020, the Company entered into a patent purchase agreement with Atlas Sciences, LLC
(“Atlas”), pursuant to which Atlas agreed to purchase certain patents and patent applications relating to Napo’s
NP-500 drug product candidate (the “Patent Rights”) for an upfront cash payment of $1.5 million.
Concurrent with the Patent Rights sale, the Company entered into a license agreement with Atlas (the
“License Agreement”), pursuant to which Atlas granted the Company an exclusive 10-year license to use the Patent
Rights and improvements thereon to develop and commercialize NP-500 in all territories worldwide except Greater
China (i.e., China, Hong Kong, Taiwan and Macau), inclusive of the right to sublicense NP-500 development and
commercialization rights (“The License”).
Included in the arrangement with Atlas, the Company was obligated to initiate a proof of concept Phase 2
study of NP-500 under an investigational new drug (“IND”) application with the U.S. Food and Drug Administration
or an IND-equivalent dossier under appropriate regulatory authorities (the “Phase 2 study”) within nine months of
April 15, 2020. The Company would incur a trial delay fee if the Company failed to initiate the Phase 2 study by this
date, for any reason, including the timely receipt of adequate funding to initiate the Phase 2 study.
In September 2020, the Company made the decision not to initiate the Phase 2 study and negotiated the
payment of the trial delay fee of $2.5 million and terminated this obligation in the contract. Because of this decision,
the allocated transaction price for that performance obligation will not be recognized as revenue.
The Company derecognized $1.5 million in deferred revenue and the excess of the trial delay fee was
recognized in general and administrative expenses in the consolidated statements of operations. The payment was
deemed not in exchange for a distinct good or service.
The Company evaluated the nature of the consideration payable to the customer and the rights and
obligations in the related contract and concluded that the excess payment or loss should be presented as part of the
general and administrative expenses due to the following factors:
• No revenue has been recognized from the transaction as the performance obligation was not satisfied.
• The Company settled the trial delay fee in full in October 2020, which constitutes termination of the
customer relationship considering that Atlas cannot compel the Company or has no recourse to force the
Company to initiate the Phase 2 Study. The Company does not anticipate future revenue contract with
Atlas.
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• The trial delay fee is a penalty in its economic term, subject to accounting for contingencies and
provisions under relevant authoritative guidance.
In October 2020, the Company entered into a fee settlement agreement with Atlas pursuant to which the
Company agreed to issue 2,000,000 shares of common stock and pre-funded warrants to purchase 6,218,954 shares of
common stock as complete settlement and satisfaction of the trial delay fee of $2.5 million that the Company incurred
pursuant to its license agreement with Atlas dated April 15, 2020. The pre-funded warrants were exercisable
immediately and could be exercised at any time until all of the pre-funded warrants were exercised in full. The
nominal exercise price of each pre-funded warrant was $0.0001. The settlement resulted in a loss of $1.0 million. As
of December 31, 2020, the shares of common stock have all been issued and the pre-funded warrants have all been
exercised.
Contracts – Specialty Pharmacies
Effective October 1, 2020, the Company engaged a private company as its third-party logistics distribution
agent for commercial sales of the Company’s Mytesi product. Under the Specialty Product Distribution Agreement,
the Company shall supply the products to the private company’s specialty pharmacies, through a designated
wholesaler, in such amounts as may be ordered. There is no minimum purchase or inventory requirement. The
specialty pharmacies were authorized distributors of record for all National Drug Codes (“NDCs”) of Mytesi.
Effective April 20, 2021, the Company engaged another private company as an authorized specialty
pharmacy provider of Mytesi. Under the Specialty Pharmacy Distribution and Services Agreement, the private
company shall sell and dispense the Mytesi directly ordered from the Company at the agreed price to patients within
the territories identified in the agreement.
The two contracts with the two specialty pharmacies were combined into one portfolio of contract as they
share similar characteristics.
Performance obligations
The single performance obligation is the Company’s promise to transfer Mytesi to specialty pharmacies,
based on specified payment and shipping terms outlined in the agreements.
Transaction price
The transaction price is the amount of consideration to which the Company expects to collect in exchange for
transferring the promised goods or services. The transaction price of Mytesi is the WAC, net of estimated discounts,
returns, and price adjustments.
Allocate transaction price
The entire transaction price is allocated to the single performance obligation contained in each contract.
Revenue recognition
The single performance obligation is satisfied at a point in time, upon the free on board (“FOB”) terms of
each contract, when control, including title and all risks, has transferred to the customer.
Product Revenue
Sales of Mytesi are recognized as revenue at a point in time when the products are delivered to the specialty
pharmacies. Net revenues from the sale of Mytesi to the specialty pharmacies were $993,000 and zero for the years
ended December 31, 2021 and 2020, respectively.
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Collaboration Revenue
Revenue recognition for collaboration agreements requires significant judgment. The Company’s
assessments and estimates are based on contractual terms, historical experience and general industry practice.
Revisions in these values or estimations have the effect of increasing or decreasing collaboration revenue in the period
of revision.
On September 24, 2018, the Company entered into a Distribution, License and Supply Agreement (“License
Agreement”) with Knight Therapeutics ("Knight"). The License Agreement has a term of 15 years (with automatic
renewals) and provides Knight with an exclusive right to commercialize current and future Jaguar human health
products (including crofelemer, Lechlemer, and any product containing a proanthocyanidin or with an anti-secretory
mechanism) in Canada and Israel. Knight forfeited its right of first negotiation for expansion to Latin America. Under
the License Agreement, Knight is responsible for applying for and obtaining necessary regulatory approvals in the
territory of Canada and Israel, as well as marketing, sales and distribution of the licensed products. Knight will pay a
transfer price for all licensed products, and upon achievement of certain regulatory and sales milestones, the Company
may receive payments from Knight in an aggregate amount of up to approximately $18 million payable throughout the
initial 15-year term of the agreement. The Company did not have any license revenues for the years ended
December 31, 2021 and 2020.
Modifications to Liability-classified Instruments
In accounting for debt modifications and exchange transactions, it is the Company’s policy to first determine
whether it qualifies as a Troubled Debt Restructuring (“TDR”) pursuant to the guidance provided in ASC 470-60. A
debt modification or exchange transaction that is not within the scope of the ASC 470-60 is accounted for under ASC
470-50 to determine if the transaction is a mere modification or an extinguishment.
The Company amended the terms of its October 2020 Purchase Agreement and Exchange Note 2 in the year
2021 (see Note 8). The Company also amended the terms of its Exchange Note 1, Exchange Note 2, March 2020
Purchase Agreement, and Series D Perpetual Preferred Stock in the year 2020 (see Note 8).
Modifications to Equity-classified Instruments
In accounting for modifications of equity-classified warrants, it is the Company’s policy to determine the
impact by analogy to the share-based compensation guidance of ASC 718, Compensation - Stock Compensation
(“ASC 718”). The model for a modified share-based payment award that is classified as equity and remains classified
in equity after the modification is addressed in ASC 718-20-35-3. Pursuant to that guidance, the incremental fair value
from the modification is recognized as an expense in the statements of operations to the extent the modified
instrument has a higher fair value; however, in certain circumstances, such as when an entire class of warrants are
modified, the measured increase in fair value may be more appropriately recorded as a deemed dividend, depending
upon the nature of the warrant modification.
The Company modified certain equity-classified warrants in the year 2020 (see Note 9). The Company did
not modify any equity-classified warrants in the year 2021.
In accounting for amendments to equity-classified preferred stock, it is the Company’s policy to measure the
impact by analogy to ASC 470-50 in determining if such an amendment is an extinguishment or a modification. If the
amendment results in an extinguishment, the Company follows the SEC staff guidance in ASC 260-10-S99-2 and
ASC 470-20. If the amendment results in a modification, the Company follows the model in either ASC 718 or ASC
470-50, depending on the nature of the amendment.
The Company modified the terms of its Series B Convertible Preferred Stock and Series C Perpetual
Preferred Stock in the year 2020 (see Note 10). The Company did not modify any equity-classified preferred stock in
the year 2021.
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Stock-Based Compensation
The Company's Stock Incentive Plan (see Note 12) provides for the grant of stock options, restricted stock
and restricted stock unit awards. The Company measures stock awards granted to employees, non-employees and
directors at estimated fair value on the date of grant and recognizes the corresponding compensation expense of the
awards, net of estimated forfeitures, over the requisite service periods, which correspond to the vesting periods of the
awards. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. The Company issues stock awards with only service-based vesting conditions,
and records compensation expense for these awards using the straight-line method.
The Company uses the grant date fair market value of its common stock to determine the grant date fair value
of options granted to employees, non-employees and directors. The Company measures and recognizes compensation
expense for all stock options and restricted stock units (“RSUs”) granted to its employees and directors based on the
estimated fair value of the award on the grant date. The Company uses the Black-Scholes valuation model to estimate
the fair value of stock option awards. The fair value is recognized as expense, net of estimated forfeitures, over the
requisite service period, which is generally the vesting period of the respective award, on a straight-line basis. The
Company believes that the fair value of stock options granted to non-employees is more reliably measured than the
fair value of the services received. The determination of the grant date fair value of options using an option pricing
model is affected by the Company’s estimated Common Stock fair value and requires management to make a number
of assumptions including the expected life of the option, the volatility of the underlying stock, the risk-free interest
rate and expected dividends.
The Company estimates the fair value of stock options using the Black-Scholes option valuation model. The
fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the
awards. The fair market value of common stock is based on the closing price of the Company’s common stock as
reported on the date of the grant.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax
bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some
portion or all of a deferred tax asset will not be realized.
The Company has adopted the provisions of ASC 740, Income Taxes Related to Uncertain Tax Positions.
Under these principals, tax positions are evaluated in a two-step process. The Company first determines whether it is
more-likely-than-not that a tax position will be sustained upon examination. If a tax position meets the more-likely-
than-not recognition threshold, it is then measured to determine the amount of benefit to be recognized in the financial
statements. The tax position is measured as the largest amount of benefit that has a greater than 50 percent likelihood
of being realized upon ultimate settlement.
Foreign Currency Remeasurement and Translation
The functional currency of Napo Therapeutics is Euro. The Company follows ASC 830, Foreign Currency
Matters (“ASC 830”). ASC 830 requires the assets, liabilities, and results of operations of a foreign operation to be
measured using the functional currency of that foreign operation. Exchange gains or losses from remeasuring
transactions and monetary accounts in a currency other than the functional currency are included in current earnings.
For certain subsidiaries, translation adjustments result from the process of translating the functional currency
of subsidiary financial statements into the U.S. Dollar reporting currency. These translation adjustments are reported
separately and accumulated in the consolidated balance sheets as a component of accumulated other comprehensive
loss.
108
Comprehensive Loss
The Company follows ASC 220, Comprehensive Income, which establishes standards for reporting and
displaying comprehensive income and its components (revenue, expenses, gains and losses) in a full set of general-
purpose financial statements.
For the year ended December 31, 2020, the comprehensive loss was equal to the net loss; therefore, a
separate statement of comprehensive loss was not included in the accompanying consolidated financial statements.
For the year ended December 31, 2021, the amount of other comprehensive loss was only de minimis; hence,
a separate statement of comprehensive loss was not also included in the accompanying consolidated financial
statements.
Basic and Diluted Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss attributable to common stockholders for
the year by the weighted-average number of common shares outstanding during the year. Diluted net loss per share is
computed by dividing the net loss attributable to common stockholders for the year by the weighted-average number
of common shares, including potential dilutive shares of common stock assuming the dilutive effect of potential
dilutive securities. For years in which the Company reports a net loss, diluted net loss per common share is the same
as basic net loss per common share, because their impact would be anti-dilutive to the calculation of net loss per
common share. Diluted net loss per common share is the same as basic net loss per common share for the years ended
December 31, 2021 and 2020.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting
for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The standard
also removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to
improve consistent application. The Company adopted the standard on January 1, 2021. The adoption of this standard
did not have a material effect on the Company’s consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments. The main objective of the standard is to provide financial
statement users with more decision-useful information about the expected credit losses on financial instruments and
other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the
amendments in this standard replace the incurred loss impairment methodology in current GAAP with a methodology
that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable
information to inform credit loss estimates. The update is effective for the Company beginning January 1, 2023 with
early adoption permitted. The Company is still evaluating the impact of the adoption of this standard.
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain
financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on
an entity’s own equity. The pronouncement is effective for the Company beginning January 1, 2022 with early
adoption permitted. The Company is still evaluating the impact of the adoption of this standard.
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In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modification or Exchanges of
Freestanding Equity-Classified Written Call Options – a consensus of the FASB Emerging Issues Task Force. The
ASU provides a principles-based framework to determine whether an issue should recognize the modification or
exchange as an adjustment to equity or an expense. The amendments in the update are effective for all entities for
fiscal years beginning January 1, 2022, including interim periods within those fiscal years with early adoption
permitted. The Company is still evaluating the impact of the adoption of this standard.
Reclassification of Prior Year Presentation
Certain prior period amounts of cash flows from financing activities in the consolidated statements of cash
flows have been reclassified within the same category of cash flow activity to be consistent with the current period
presentation. There were no reclassifications to other categories of cash flow activity and the reclassification did not
impact the profit or loss during the prior period.
3. Napo Therapeutics Subsidiary
As discussed in Note 1 – Organization and Business, Napo EU completed a merger with Dragon SPAC on
November 3, 2021, with Dragon SPAC as the surviving entity. Dragon SPAC took over by operation of law all the
assets, rights, reasons, and actions as well as liabilities, obligations, and commitments of Napo EU. The merged entity
was named Napo Therapeutics. Napo Therapeutics now operates as a subsidiary of Napo, with Napo owning 99% of
Napo Therapeutics’ equity. This transaction was accounted for as a formation of a new subsidiary of the Company.
4. Fair Value Measurements
ASC 820 "Fair Value Measurements," defines fair value, establishes a framework for measuring fair value
under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as
the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of
observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on
three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to
measure fair value which are the following:
• Level 1 – Observable inputs such as quoted prices (unadjusted) for identical instruments in active
markets.
• Level 2 – Observable inputs such as quoted prices for similar instruments in active markets, quoted
prices for identical or similar instruments in markets that are not active, or model‑derived valuations
whose significant inputs are observable.
• Level 3 – Unobservable inputs that reflect the reporting entity’s own assumptions.
The following tables set forth the fair value of the Company’s consolidated financial instrument that was
measured at fair value on a recurring basis as of December 31, 2021 and 2020:
110
(in thousands)
Warrant liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Streeterville note . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Level 1
Level 2
Level 3
Total
— $
—
— $
— $
—
— $
1 $
7,818
7,819 $
1
7,818
7,819
December 31, 2021
(in thousands)
Warrant liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Level 1
Level 2
Level 3
Total
— $
— $
— $
— $
179 $
179 $
179
179
December 31, 2020
The change in the estimated fair value of the Level 3 liability is summarized below:
(in thousands)
Beginning fair value of Level 3 liability . . . . . . . . $
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value . . . . . . . . . . . . . . . . . . . . . . . .
Ending fair value of Level 3 liability . . . . . . . . . . . $
Year Ended
December 31, 2021
Warrant liability
Streeterville note
179 $
1,462
(1,775)
135
1 $
—
6,000
—
1,818
7,818
Warrant Liability
The warrants associated with the Level 3 warrant liability were the November 2016 Series A Warrants and
the October 2018 Underwriter Warrants, which, at December 31, 2021, were valued at zero and $1,000, respectively,
in the Company’s consolidated balance sheet. The warrants associated with the Level 3 warrant liability activity for
the year ended December 31, 2020 were the November 2016 Series A Warrants, the October 2018 Underwriter
Warrants, and the May 2020 Series 3 Warrants, which at December 31, 2020 were valued at zero, $4,000, and
$175,000, respectively in the Company’s consolidated balance sheet.
The November 2016 Series A Warrants
The Series A warrant valuation of zero at December 31, 2021 was computed using the Black-Scholes-Merton
pricing model using a stock price of $1.04, a strike price of $2,363 per share, an expected term of 0.41 years, volatility
of 89% and a risk-free discount rate of 0.19%. The Series A warrant valuation of zero at December 31, 2020 was
computed using the Black-Scholes-Merton pricing model using a stock price of $2.45, a strike price of $2,363 per
share, an expected term of 1.41 years, volatility of 148% and a risk-free discount rate of 0.13%. The net change in the
fair value of the warrants was zero for the year ended December 31, 2021.
The October 2018 Underwriter Warrants
The October 2018 Underwriter Warrants valuation of $1,000 at December 31, 2021 was computed using the
Black-Scholes-Merton pricing model using a stock price of $1.04, a strike price of $158 per share, an expected term of
1.75 years, volatility of 180% and a risk-free discount rate of 0.65%. The October 2018 Underwriter Warrants
valuation of $4,000 at December 31, 2020 was computed using the Black-Scholes-Merton pricing model using a stock
price of $2.45, a strike price of $158 per share, an expected term of 2.76 years, volatility of 156% and a risk-free
discount rate of 0.17%. The net decrease in the fair value of the warrants of $3,000 for the year ended December 31,
2021 was recorded as a gain in the change in fair value of financial instruments and hybrid instrument designated at
FVO in the consolidated statements of operations.
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The May 2020 Series 3 Warrants
There were no outstanding May 2020 Series 3 Warrants as of December 31, 2021. The May 2020 Series 3
Warrants valuation of $175,000 at December 31, 2020 was computed using the Black-Scholes-Merton pricing model
using a stock price of $2.45, a strike price of $0.00 per share, an expected term of 4.89 years, volatility of 142% and a
risk-free discount rate of 0.36%. In January 2021, an investor received 135,416 Series 3 Warrants for the exercise of
135,416 2019 Bridge Note Warrants in accordance with the May 2020 Modification of the 2019 Bridge Note
Warrants and Inducement Offer. The fair value of these Series 3 Warrants was $1.5 million on the issuance date. For
the year ended December 31, 2021, certain holders of the Series 3 Warrants agreed to exercise total of 206,915 shares
for a 1-for-1 exchange of common shares in an Alternate Cashless Exercise. The aggregate fair value of the common
stock issued upon the exercise of the Series 3 Warrants as of the exercise date was $1.8 million. The net increase in
the fair value of the warrants of $138,000 for the year ended December 31, 2021 was recorded as a loss in the change
in fair value of financial instruments and hybrid instrument designated at FVO in the consolidated statements of
operations.
Streeterville Note
The fair value of the Streeterville Note at January 13, 2021, date of issuance and as of December 31, 2021
amounting to $6.0 million and $7.8 million, respectively, were based on the weighted average discounted expected
future cash flows representing the terms of the note, discounting them to their present value equivalents. This was
classified as Level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including the
Company’s own credit risk.
The Company determined and performed the valuations of the Streeterville Note with the assistance of an
independent valuation service provider. On a quarterly basis, the Company considers the main Level 3 inputs used as
follows:
• Discount rate for the Streeterville note was determined using a comparison of various effective yields on
bonds as of the valuation date.
• Market indications for vouchers, which affect the Return Bonus from the sale of Tropical Disease
Priority Review Voucher (“TDPRV”)
• Weighted probability of cash outflows was estimated based on the entity's knowledge of the business
and how the current economic environment is likely to impact the timing of the cash outflows, attributed
to the different repayment features of the note.
The following table summarizes the quantitative information about the significant unobservable inputs used
in Level 3 fair value measurement:
Unobservable Inputs
Risk Adjusted Discount Rate . . . 6.78% - 21.31%
(21.31%)
2021
2020
N/A
Range of Inputs
(probability-weighted average)
Relationship of unobservable inputs
to fair value
If discount rate is adjusted to total of
additional 100 basis points (bps), fair value
would have decreased by $367,000.
Sales Proceeds: Amount of
comparable TDPRV . . . . . . . . .
$67.5 million to
$350.0 million
($100.0 million)
N/A
If discount rate is adjusted to total
deduction of 100 bps, fair value would
have increased by $367,000.
If expected cash flows by management
considered the lowest amount of market
indications for vouchers, FV would have
decreased by $1.2 million.
112
0.35% - 46.06%
Range of Probability for
Timing of Cash Flows:
Variations of the terms and
conditions of the timing of
cash flows, including
settlement of the note
principal, interest, penalties,
and acceleration clause. . . . . . .
Fair Value Option
If expected cash flows by management
considered the highest amount of market
indications for vouchers, FV would have
increased by $9.5 million.
If expected cash flows by management
considered the scenario with the least
amount of indicated value, FV would have
decreased by $236,000.
N/A
If expected cash flows by management
considered the scenario with the greatest
amount of indicated value, FV would have
increased by $2.3 million.
Beginning January 1, 2021, the Company elected to apply the FVO accounting to selected financial
instruments to align the measurement attributes of those instruments under U.S. GAAP and to simplify the accounting
model applied to those financial instruments. The Company elected to apply FVO accounting to the entire class of
hybrid instruments, including structured notes, of which there are assessed embedded derivatives that would be
eligible for bifurcation. Changes in the fair value of FVO assets and liabilities as well as the mark-to-market
adjustment on the entire class of hybrid instruments, including derivatives and the net realized gains or losses on these
instruments are reported in the change in fair value of financial instruments and hybrid instrument designated at FVO
in the consolidated statements of operations.
For the year ended December 31, 2021, the Company did not note any fair value movement on FVO
liabilities attributable to any instrument-specific credit risk, which should be recorded in other comprehensive income
(loss).
Hybrid Instruments
The Company elected to apply FVO accounting to all of the hybrid instruments issued, including structured
notes. The valuation of the hybrid instruments is predominantly driven by the derivative features embedded within the
instruments. The Company determined and performed the valuations of the hybrid instruments with the assistance of
an independent valuation service provider. The valuation methodology utilized is consistent with the income approach
for estimating the fair value of the interest-bearing portion of the instrument and the related derivatives. Cash flows of
the hybrid instruments in their entirety, including the embedded derivatives, are discounted at an appropriate rate for
the applicable duration of the instrument. Interest on the interest-bearing portion of the instrument that is held to
maturity is aggregated as gain (loss) on instruments designated at fair value and related derivatives in the change in
fair value of financial instruments and hybrid instruments designated at FVO in the consolidated statements of
operations.
The following table summarizes the fair value and unpaid principal balance for items the Company accounts
under FVO:
(in thousands)
At December 31, 2021
Hybrid Instrument:
Fair value
Unpaid Principal
Balance
Fair Value Over
(Under) Unpaid
Principal Balance
Streeterville note . . . . . . . . . . . . . . . . $
7,818 $
6,000 $
1,818
113
5. Related Party Transactions
Management Services Agreement
In March 2018, concurrent with the issuance of the Company’s Series A Convertible Preferred Stock to
Sagard Capital Partners, L.P. (“Sagard Capital”), the Company entered into a Management Services Agreement with
Sagard Capital. Under the agreement, Sagard Capital was to provide consulting and management advisory service to
the Company from March 2018 through March 2021. These services include assistance with strategic planning
regarding the Company’s commercial strategy, research and due diligence regarding human resource activities, and
strategic advice in financial matters. In consideration for such services, the Company paid Sagard Capital an annual
fee of $450,000, with total fees over the term of the agreement not to exceed $1.4 million. On September 1, 2020, in
concurrence with other transactions by and between the Company, Chicago Venture Partners, L.P. (“CVP” or
“Chicago Venture Partners”) and its affiliates, and Sagard Capital, the Company and Iliad Research and Trading, L.P.
(“Iliad”), a Utah limited partnership affiliated with CVP, agreed to issue 2,289,474 shares of the Company’s Common
Stock to Sagard Capital pursuant to the Stock Plan Agreement for termination of the Management Services
Agreement in lieu of payment of $1.1 million in accrued consulting and management fees. For the years ended
December 31, 2021 and 2020, total fees incurred were zero and $338,000, respectively. As of December 31, 2021 and
2020, the Company had a balance of zero due to Sagard Capital.
Letter of Credit
On March 24, 2020, the Company entered into a letter of credit agreement with Dr. Charles Conte, the
brother of Lisa Conte, the Company’s President, CEO and member of the Company’s board of directors (“BOD”),
pursuant to which the Company replaced then existing letter of credit in the amount of $475,000 entered into on
August 28, 2018 by the Company with CA-Mission Street Partnership to satisfy the letter of credit requirement in the
Company’s office lease agreement with a new letter of credit in the amount of $475,000. In consideration of the new
letter of credit, the Company paid Dr. Conte an amount equal to $10,000 per month and agreed to reimburse up to
$7,500 for reasonable out-of-pocket expenses incurred. For the years ended December 31, 2021 and 2020, total fees
incurred were zero and $65,000, respectively. In October 2020, CA Mission Street Partnership released the letter of
credit agreement with Dr. Conte pursuant to the expiration and termination of the office lease agreement between the
Company and CA-Mission Street Partnership on September 30, 2020. In October 2020, the Company paid Dr. Conte a
prorated amount due through the effective date of the release of the letter of credit of $7,000. As of December 31,
2021 and 2020, the Company had a balance of zero due to Dr. Conte.
BOD Cash Compensation
Effective May 2021, the Company will pay the BOD cash compensation on a quarterly basis based on the
Director Compensation Program for 2021. For the year ended December 31, 2021, the Company paid approximately
$124,000 cash compensation to its directors.
6. Commitments and Contingencies
Commitments
Leases
On August 28, 2018, the Company entered into an office lease extension agreement for approximately 6,311
square feet of office space in San Francisco, CA. The term of the lease began on September 1, 2018 and expired on
September 30, 2020. An existing shareholder provided a standby letter of credit in the amount of $475,000 to the
lessor as collateral for the full performance by the Company of all of its obligations under the lease. In consideration
of the Letter of Credit, the Company issued the shareholder a five-year warrant (see Note 9) to purchase 9,580 shares
of the Company’s voting common stock.
114
On August 31, 2020, the Company entered into an office sublease of approximately 5,263 square feet of
office space in San Francisco. The term of the sublease expired on May 31, 2021. The rent sublease is $15,000 per
month beginning on October 1, 2020, which includes operating expenses and taxes. The Company recognizes rent
expense on a straight-line basis over the non-cancellable lease period. Rent expense, included in general and
administrative expenses in the consolidated statements of operations, was $75,000 and $45,000 for the year ended
December 31, 2021 and 2020, respectively. As of December 31, 2021, there were no remaining commitments under
the lease.
On April 6, 2021, the Company entered into an office lease agreement of approximately 10,526 square feet
of office space in San Francisco, inclusive of office space covered under the previous sublease agreement. The term of
the lease began on September 1, 2021 and will expire on August 31, 2024, unless terminated earlier. The lease has an
early occupancy provision which entitled the Company to use a portion of the leased premises on June 1, 2021, free of
rent obligation. In addition, the Company has the option to extend the lease for one three-year period after the
expiration date. This option was not included as part of the lease term as the Company was not reasonably certain to
exercise it, hence the lease term only includes the noncancellable period of three years plus the period of early
occupancy.
The base rent under the lease were $42,000 monthly for the first 12 months, $43,000 monthly for the next 12
months and $45,000 for the last twelve months. The lease agreement only contained one lease component, that is, the
lease of the office space. Non-lease components such as payment of building operating costs and share in real property
taxes were accounted for separately and were not considered as part of the total lease payments. The lease was
classified as an operating lease.
On December 24, 2021, the Company entered into the first amendment of the lease of office space in San
Francisco. The expiration of the lease was extended to February 28, 2025 due to the change in the commencement
date of one of the leased premises to March 1, 2022. The base rent under the lease amendment remained the same but
will only be due starting March 1, 2022. The rent in one of the leased premises currently being occupied by the
Company was and will still be $21,000 until the new commencement date. The lease amendment constituted a lease
modification where the Company remeasured the original lease liability using a discount rate determined at the
effective date of the modification and the amount of remeasurement of the lease liability was recognized as an
adjustment to the corresponding right-of-use asset without affecting profit or loss.
The table below provided additional details of the office space lease presented in the consolidated balance
sheet:
(in thousands)
Operating lease - right-of-use asset . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021
2020
1,084 $
December 31,
Operating lease liability, current . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability, net of current portion . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
240
919
1,159 $
Weighted-average remaining life (years) . . . . . . . . . . . . . . . . . . . . .
Weighted-average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.21
21.10%
—
—
—
—
—
—
Lease cost included in general and administrative expenses in the consolidated statements of operations for
the year ended December 31, 2021 was approximately $144,000.
For the year ended December 31, 2021 and 2020, cash paid for operating lease liabilities recognized under
operating cash flows amounted to $105,260 and $357,079, respectively. Non-cash investing and financing activities
for the year ended December 31, 2021 and 2020 include addition to right-of-use asset obtained from new operating
115
liabilities amounting to $1.1 million and zero, respectively, and lease modification amounting to $91,243 and zero,
respectively.
The following table summarizes the undiscounted cash payment obligations for the operating lease liability:
(in thousands)
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total undiscounted operating lease payments . . . . . . . . . . . . . . . . .
Imputed interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Operating lease liability, current . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability, net of current portion . . . . . . . . . . . . . . . . $
December 31,
2021
2020
— $
463
518
534
89
1,604
(445)
1,159
240
919 $
—
—
—
—
—
—
—
—
—
—
On October 10, 2021, the Company also entered into a short-term office lease in Milan, Italy. The term of the
lease began on November 1, 2021 and will expire on April 30, 2022, subject to automatic renewal equal to the present
term until terminated by mutual agreement. The Company recognizes rent expense on a straight-line basis over the
non-cancellable lease period. Rent expense, included in general and administrative expenses in the consolidated
statements of operations, was $23,000 and zero for the years ended December 31, 2021 and 2020, respectively.
Purchase Commitment
On September 3, 2020, the Company entered into a manufacturing and supply agreement (the “Agreement”)
with Glenmark Life Sciences Limited (“Glenmark”), pursuant to which Glenmark will continue to serve as the
Company’s manufacturer of crofelemer for use in Mytesi, the Company’s human prescription drug product approved
by the U.S. Food and Drug Administration, and for other crofelemer-based products manufactured by the Company or
its affiliates for human or animal use. The term of the Agreement is approximately 2.5 years (i.e., until March 31,
2023) and may be extended for successive two-year renewal terms upon mutual agreement between the parties
thereto. Pursuant to the terms of the Agreement, Glenmark will supply crofelemer to the Company. The Agreement
contains provisions regarding the rights and responsibilities of the parties with respect to manufacturing specifications,
forecasting and ordering, delivery arrangements, payment terms, confidentiality and indemnification, as well as other
customary provisions. The Agreement includes a commitment for the purchase from Glenmark of a minimum quantity
of 300 kilograms of crofelemer per year, pro-rated for partial years, where the Company may be obligated to pay any
shortfall. Either party may terminate the Agreement for any reason with 12 months prior written notice to the other
party. In addition, either party may terminate the Agreement upon written notice as a result of a material breach of the
Agreement that remains uncured for a period of 90 days. If the Company terminates the Agreement as a result of a
material breach caused by Glenmark, the Company will not be obligated to pay for any minimum quantity shortfall.
Master Services Agreement (“MSA”)
On June 24, 2019, the Company entered into an MSA for clinical research organization services (the “2019
MSA”) and a service order under such 2019 MSA with Integrium, LLC (“Integrium”). The service order supports the
Company’s study to evaluate the effect of Mytesi on gastrointestinal microbiome in people living with HIV. The 2019
MSA will terminate upon the satisfactory performance of all services to be provided thereunder unless earlier
terminated by the parties.
On October 5, 2020, the Company entered into another MSA for clinical research organization services (the
“2020 MSA”) and a service order under such 2020 MSA with Integrium. The service order covers the Company’s
planned upcoming pivotal Phase 3 clinical trial for cancer-therapy related diarrhea. As consideration for its services,
116
the Company will pay Integrium a total amount of up to approximately $12.4 million that will be paid over the term of
the engagement and based on the achievement of certain milestones. The 2020 MSA will terminate upon the
satisfactory performance of all services to be provided thereunder unless earlier terminated by the parties. For the year
ended December 31, 2021 and 2020, the Company paid Integrium $1.7 million and $529,000, respectively.
Asset Transfer and Transition Commitment
On September 25, 2017, Napo entered into the Termination, Asset Transfer and Transition Agreement dated
September 22, 2017 with Glenmark. As a result of the agreement, Napo now controls commercial rights for Mytesi for
all indications, territories and patient populations globally, and also holds commercial rights to the existing regulatory
approvals for crofelemer in Brazil, Ecuador, Zimbabwe and Botswana. In exchange, Napo agrees to pay Glenmark
25% of any payment it receives from a third party to whom Napo grants a license or sublicense or with whom Napo
partners in respect of, or sells or otherwise transfers any of the transferred assets, subject to certain exclusions, until
Glenmark has received a total of $7.0 million. For the year ended December 31, 2021 and 2020, the Company paid
Glenmark $2.0 million and zero, respectively.
Revenue Sharing Commitment Update
On December 14, 2017, the Company announced its entry into a collaboration agreement with Seed Mena
Businessmen Services LLC (“SEED”) for Equilevia™, the Company's non-prescription, personalized, premium
product for total gut health in equine athletes. According to the terms of the Agreement, the Company will pay SEED
15% of total revenue generated from any clients or partners introduced to the Company by SEED in the form of fees,
commissions, payments or revenue received by the Company or its business associates or partners, and the agreed-
upon revenue percentage increases to 20% after the first million dollars of revenue. In return, SEED will provide the
Company access to its existing United Arab Emirates (“UAE”) network and contacts and assist the Company with any
legal or financial requirements. The agreement became effective on December 13, 2017 and will continue indefinitely
until terminated by either party pursuant to the terms of the Agreement. No payments have been made to date.
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”).
The Company answered the complaint on August 2, 2019; the answer denied the material allegations of the
second amended complaint. Following the completion of document discovery, the parties engaged in a mediation that
resulted in an agreement in principle to settle the litigation on a class-wide basis for $2.6 million.
On May 27, 2021, the court gave the final approval to the proposed settlement and the entire settlement
consideration will be provided by the Company’s director and officer liability insurance carrier. Under the loss
recovery model in ASC 450 and in reference to ASC 410, the ultimate net income effect of the recognized loss and the
insurance proceeds directly related to the recognized loss is zero.
As of December 31, 2021 and 2020, the Company concluded not to record any loss contingency and
insurance recovery.
Settlement of Underwriter Fee
In August 2018, the Company entered into an agreement with an underwriter pursuant to which the
underwriter would aid the Company in identifying certain financing transactions, in exchange for a percentage fee of
any such financing and warrants. In the first quarter of 2020, the Company and the underwriter agreed on a final
settlement for the underwriter services comprised of a cash payment, warrants and common stock. The cash payment
amount totalled $387,000, of which $202,000 had been paid in 2019, and $185,000 was paid in 2020. The total
warrant issuance payment consisted of the Company issuing 365 equity-classified warrants to the underwriter in 2018
117
and, in 2020, issuing an additional 33,593 equity-classified warrants (see Note 9) to the underwriter to purchase shares
of common stock at an exercise price of $7.50 per share. The common stock issuance payment consisted of the
Company issuing 33,333 shares of the Company’s common stock to the underwriter with a value of $45,000 in 2020.
The Company classified the cash payments, warrant and commons stock issuance payments as issuance costs in the
consolidated statements of stockholders’ equity.
Severance Agreements
In June 2020, the Company entered into certain agreements relating to the payment of severance and other
benefits to executive officers of the Company, the severance agreements provide for compensation and benefits if the
executive officer is subject to (a) a termination of employment by the Company without cause or (b) a good reason
termination, within three months following a change in control.
Contingencies
From time to time, the Company maybe a party to various legal actions, both inside and outside the U.S.,
arising in the ordinary course of its business or otherwise. The Company accrues amounts, to the extent they can be
reasonably estimated, that the Company believes will result in a probable loss (including, among other things,
probable settlement value), to adequately address any liabilities related to legal proceedings and other loss
contingencies. A loss or a range of loss is disclosed when it is reasonably possible that a material loss will incur and
can be estimated, or when it is reasonably possible that the amount of a loss, when material, will exceed the recorded
provision. The Company did not have any material accruals for any currently active legal action in its consolidated
balance sheets as of December 31, 2021, as the Company could not predict the ultimate outcome of these matters, or
reasonably estimate the potential exposure.
7. Balance Sheet Components
Inventory
Inventory at December 31, 2021 and 2020 consisted of the following:
(in thousands)
Raw Material . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
December 31,
2021
2020
1,248
2,760
892
4,900
$
$
1,321
1,026
435
2,782
Property and Equipment, net
Property and equipment at December 31, 2021 and 2020 consisted of the following:
(in thousands)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lab equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Clinical equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total property and equipment at cost . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . .
$
$
December 31,
2021
2020
396
424
65
63
948
(298)
650
$
$
396
418
65
63
942
(265)
677
118
Depreciation and amortization expense was $33,000 and $40,000 for the years ended December 31, 2021 and
2020, respectively.
Intangible assets, net
Intangible assets, net of amortization, at December 31, 2021 and 2020 consisted of the following:
(in thousands)
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accumulated developed technology amortization . . . . .
Developed technology, net . . . . . . . . . . . . . . . . . . . . . . .
In-process research and development . . . . . . . . . . . . . . .
In process research and development, net . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated trademark amortization . . . . . . . . . . . . . . .
Trademarks, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . $
December 31,
2021
2020
25,000 $
(7,361)
17,639
4,800
4,800
300
(88)
212
22,651 $
25,000
(5,694)
19,306
4,800
4,800
300
(69)
231
24,337
Amortization expense of finite-lived intangible assets was $1.7 million for the years ended December 31,
2021 and 2020.
The following table summarizes the Company’s estimated future amortization expense of intangible assets
with finite lives as of December 31, 2021:
(in thousands)
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts
1,687
1,687
1,687
1,687
1,687
9,416
17,851
$
$
Accrued Liabilities
Accrued liabilities at December 31, 2021 and 2020 consisted of the following:
(in thousands)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued legal costs . . . . . . . . . . . . . . . . . . . . . .
Accrued chargebacks and discounts . . . . . . . . .
Accrued local tax . . . . . . . . . . . . . . . . . . . . . . . .
Accrued vacation . . . . . . . . . . . . . . . . . . . . . . . .
Accrued distributor services fees . . . . . . . . . . .
Accrued audit and tax services . . . . . . . . . . . . .
Accrued payroll and commission . . . . . . . . . . .
Accrued payroll tax . . . . . . . . . . . . . . . . . . . . . .
Accrued consulting . . . . . . . . . . . . . . . . . . . . . .
Accrued other . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
December 31,
2021
2020
3,456
414
335
285
281
250
167
120
58
47
1,704
7,117
$
$
696
291
736
—
277
1,314
70
43
57
31
978
4,493
119
Other accrued liabilities as of December 31, 2021 largely consist of other accrued interests, contract fees and
scientific advisory board fees while other accrued liabilities as of December 31, 2020 significantly comprise of
contract fees and scientific advisory board fees.
8. Debt
Notes payable at December 31, 2021 and 2020 consisted of the following:
(in thousands)
Royalty Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Streeterville Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tempesta Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oasis Secured Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange Note 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: unamortized discount and debt issuance costs . . . . . . . .
Note payable, net of discount . . . . . . . . . . . . . . . . . . . . . . . . . . $
Notes payable - non-current, net . . . . . . . . . . . . . . . . . . . . . . . $
Notes payable - current, net . . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 31,
2021
37,000 $
7,818
335
350
—
—
45,503
(17,297)
28,206 $
25,022 $
$
3,184
2020
30,000
—
95
450
1,822
1,525
33,892
(17,682)
16,210
12,421
3,789
Future maturities of the notes payable as of December 31, 2021 are as follows:
(in thousands)
Years ended December 31,
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Less: unamortized discount and debt issuance costs . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Amounts
3,183
13,493
10,959
6,187
3,863
37,685
(17,297)
20,388
Future maturities are based on contractual minimum payments. Timing of maturities may fluctuate based on
future revenue.
Sale of Future Royalty Interest
March 2020 Purchase Agreement
In March 2020, the Company entered into a royalty interest purchase agreement (the “March 2020 Purchase
Agreement”) with Iliad, pursuant to which the Company sold to Iliad a royalty interest entitling Iliad to receive
$500,000 of future royalties on sales of Mytesi and certain up-front license fees and milestone payments from
licensees and/or distributors (the “Royalty Repayment Amount”) for an aggregate purchase price of $350,000.
Until such time as the Royalty Repayment Amount has been paid in full, the Company will pay Iliad ten
percent (10%) of the Company’s Net Sales on Included Products and ten percent (10%) of worldwide revenues related
to upfront licensing fees and milestone payments from licensees and/or distributors, but specifically excluding
licensing fees and/or milestone payments that are reimbursements of clinical trial expenses (the “Royalty Payments”).
Beginning on the six-month anniversary of the Purchase Price Date and continuing until the 12-month anniversary of
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the Purchase Price Date, the monthly Royalty Payment shall be the greater of (a) $25,000, and (b) the actual Royalty
Payment amount Iliad is entitled to for such month. Beginning on the 12-month anniversary of the Purchase Price
Date and continuing until the Revenue Repayment Amount has been paid in full, the monthly Royalty Payment shall
be the greater of (a) $44,000 and (b) the actual Royalty Payment amount Iliad is entitled to for such month.
The Royalty Interest amount of $500,000 is classified as debt, net of a $150,000 discount. Under ASC
470-10-35-3, royalty payments to Iliad will be amortized under the interest method per ASC 835-30. Because there is
no set interest rate, and because the royalty payments are variable, the discount rate is variable. After each royalty
payment, the Company will use a prospective method to determine a new discount rate based on the revised estimate
of remaining cash flows. The new rate is the discount rate that equates the present value of the revised estimate of
remaining cash flows with the carrying amount of the debt, and it will be used to recognize interest expense for the
remaining periods. At issuance, based on projected cash outflows from future revenue streams, the discount rate was
105%.
On July 10, 2020, the Company and Iliad entered into an amendment to the March 2020 Purchase Agreement
to which the parties agreed that no royalty payments or other payment will be due prior to December 10, 2020. The
Royalty Payments shall resume as of December 10, 2020, which Royalty Payment will cover Net Sales on Included
Products and licensing fees and milestone payments for the month of November. In consideration of the amendment,
the balance of the Royalty Repayment Amount as of July 10, 2020 was increased by 10%. All other terms remain
unchanged. This amendment resulted in the Company accounting for the transaction as a TDR, under which the
carrying amount of the debt remained unchanged but interest expense is computed using a new effective rate that
equates the present value of future cash payments specified by the new terms with the carrying amount of the debt.
Subsequent to March 2020, the Company had paid $283,000 of the $500,000 Royalty Interest Amount.
In November 2020, the Company and Iliad entered into an exchange agreement pursuant to which the
Company issued 1,314,974 shares of common stock in exchange for the outstanding balance of the debt as of
November 16, 2020. The exchange agreement was accounted for as a TDR.
As of December 31, 2020, the carrying amount of the debt was zero.
October 2020 Purchase Agreement
On October 8, 2020, the Company entered into another royalty interest purchase agreement (the
“October 2020 Purchase Agreement”) with Iliad, pursuant to which the Company sold to Iliad a royalty interest
entitling Iliad to receive $12.0 million of future royalties on sales of Mytesi and certain up-front license fees and
milestone payments from licensees and/or distributors (the “Royalty Repayment Amount”) for an aggregate purchase
price of $6.0 million.
Until such time as the Royalty Repayment Amount has been paid in full, the Company will pay Iliad 10% of
the Company’s net sales on included products and 10% of worldwide revenues related to upfront licensing fees and
milestone payments from licensees and/or distributors, but specifically excluding licensing fees and/or milestone
payments that are reimbursements of clinical trial expenses (the “Royalty Payments”). Beginning on the six-month
anniversary of the delivery of the October 2020 Purchase Agreement to the Company (the “Purchase Price Date”) and
continuing until the 12-month anniversary of the Purchase Price Date, the monthly Royalty Payment shall be the
greater of (a) $250,000, and (b) the actual Royalty Payment amount Iliad is entitled to for such month. Beginning on
the 12-month anniversary of the Purchase Price Date and continuing until 18-month anniversary of the Purchase Price
Date, the monthly Royalty Payment shall be the greater of (a) $400,000 and (b) the actual Royalty Payment amount
Iliad is entitled to for such month. Beginning on the 18-month anniversary of the Purchase Price Date and continuing
until 24-month anniversary of the Purchase Price Date, the monthly Royalty Payment shall be the greater of
(a) $600,000 and (b) the actual Royalty Payment amount Iliad is entitled to for such month. Beginning on the
24-month anniversary of the Purchase Price Date and continuing until the Royalty Repayment Amount has been paid
in full, the monthly Royalty Payment shall be the greater of (a) $750,000, and (b) the actual Royalty Payment amount
Iliad is entitled to for such month.
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The Royalty Interest amount of $12.0 million is classified as debt, net of a $6.0 million discount. Under ASC
470-10-35-3, royalty payments to Iliad will be amortized under the interest method per ASC 835-30. Because there is
no set interest rate, and because the royalty payments are variable, the discount rate is variable. After each royalty
payment, the Company will use a prospective method to determine a new discount rate based on the revised estimate
of remaining cash flows. The new rate is the discount rate that equates the present value of the revised estimate of
remaining cash flows with the carrying amount of the debt, and it will be used to recognize interest expense for the
remaining periods. At issuance, based on projected cash outflows from future revenue streams, the discount rate was
34.51%.
Pursuant to the October 2020 Purchase Agreement, if the weekly volume weighted average price (“VWAP”)
of the Company’s common stock is not equal or greater than the minimum VWAP of $0.9105 at least twice during
each calendar month during the six-month period beginning on November 1, 2020, then the Royalty Repayment
Amount will be automatically be increased by $6.0 million at the end of such six-month period. During the
observation period starting November 1, 2020, the Company’s weekly VWAP failed to reach the minimum VWAP of
$0.9105 and on November 13, 2020, the Company concluded that the contingent clause has been met, warranting an
additional $6.0 million Royalty Repayment Amount, to be added to the outstanding balance commencing on May 10,
2021 for the purpose of cash interest calculation. The change in the Royalty Repayment Amount was accounted for as
a debt modification and resulted in a new discount rate of 45.42%.
On April 13, 2021, the Company entered into an exchange agreement with Iliad, pursuant to which the
parties agreed to partition $3.0 million from the original outstanding balance of the royalty interest. The parties further
agreed to exchange the partitioned royalty for 588,235 shares of the Company’s common stock. The exchange
consisted of Iliad surrendering the partitioned royalty in exchange for the exchange shares. The exchange agreement
was accounted for as a modification and resulted in a new discount rate of 77.09%. As of December 31, 2021, the
forecasted future revenues changed which resulted to a new discount rate of 74.59%.
Interest expense for the years ended December 31, 2021 and 2020 was $4.2 million and $543,000,
respectively. As of December 31, 2021 and 2020, the carrying value of the debt was $6.3 million and $6.6 million,
respectively.
December 2020 Purchase Agreement
On December 22, 2020, the Company entered into a royalty interest purchase agreement (the
“December 2020 Purchase Agreement”) with Irving Park Capital, LLC (“Irving”), pursuant to which the Company
sold to Irving a royalty interest entitling Irving to receive $12.0 million of future royalties on sales of Mytesi and
certain up-front license fees and milestone payments from licensees and/or distributors (the “Royalty Repayment
Amount”) for an aggregate purchase price of $6.0 million.
Until such time as the Royalty Repayment Amount has been paid in full, the Company will pay Irving 10%
of the Company’s Net Sales on Included Products and 10% of worldwide revenues related to upfront licensing fees
and milestone payments from licensees and/or distributors, but specifically excluding licensing fees and/or milestone
payments that are reimbursements of clinical trial expenses (the “Royalty Payments”). Beginning on the payment start
date and continuing until the 12-month anniversary of the Purchase Price Date, the monthly Royalty Payment shall be
the greater of (a) $750,000, and (b) the actual Royalty Payment amount Irving is entitled to for such month.
The Royalty Interest amount of $12.0 million is classified as debt, net of a $6.0 million discount. Under ASC
470-10-35-3, royalty payments to Irving will be amortized under the interest method per ASC 835-30. Because there
is no set interest rate, and because the royalty payments are variable, the discount rate is variable. After each royalty
payment, the Company will use a prospective method to determine a new discount rate based on the revised estimate
of remaining cash flows. The new rate is the discount rate that equates the present value of the revised estimate of
remaining cash flows with the carrying amount of the debt, and it will be used to recognize interest expense for the
remaining periods. At issuance, based on projected cash outflows from future revenue streams, the discount rate was
23.70%. As of December 31, 2021, the forecasted future revenues changed which resulted to a new discount rate of
23.28%.
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Interest expense for the years ended December 31, 2021 and 2020 was $2.9 million and $14,000,
respectively. As of December 31, 2021 and 2020, the carrying value of the debt was $7.6 million and $6.0 million,
respectively.
March 2021 Purchase Agreement
On March 8, 2021, the Company entered into a purchase agreement (the “March 2021 Purchase Agreement”)
with Streeterville Capital, LLC (“Streeterville”), a company affiliated with CVP, pursuant to which the Company sold
a royalty interest entitling Streeterville to $10.0 million and any interest, fees, and charges as royalty repayment
amount for an aggregate purchase price of $5.0 million. Interest will accrue on the royalty repayment amount at a rate
of 5% per annum, compounding quarterly, and will increase to 10% per annum, compounding quarterly on the
12-month anniversary of the closing date.
The Company will be obligated to make minimum royalty payments on a monthly basis beginning at the
earlier of (a) 36 months following the closing date or (b) 30 days following the satisfaction of all existing royalties to
Streeterville, and its affiliates namely Iliad and Irving, but not earlier than 18 months following the closing date in an
amount equal to the greater of (i) $250,000 beginning on the royalty payment start date and continuing until either the
royalty repayment amount has been paid in full or the 6-month anniversary of the royalty payment start date, $400,000
beginning on the 6-month anniversary of the royalty payment start date and continuing until either the royalty
repayment amount has been paid in full or the 12-month anniversary of the royalty payment start date, $600,000
beginning on the 12-month anniversary of the royalty payment start date and continuing until either the royalty
repayment amount has been paid in full or the 18-month anniversary of the royalty payment start date, $750,000
beginning on the 18-month anniversary of the royalty payment start date and continuing until the royalty repayment
amount has been paid in full, and (ii) 10% of the Company’s net sales on included products, 10% of worldwide
revenues related to upfront licensing fees and milestone payments from licensees and/or distributors but specifically
excluding licensing fees and/or milestone payments that are reimbursements of clinical trial expenses or associated
with the license of Included Products from the Company to Napo Therapeutics, including but not limited to the
upfront fee payable by Napo Therapeutics to Napo for included products and Crofelemer for other indications; and
50% of royalties collected from licenses of the included products to third parties.
The Royalty Interest amount of $10.0 million is classified as debt, net of a $5.0 million discount, at initial
recognition. Under ASC 470-10-35-3, royalty payments to Streeterville will be amortized under the interest method
per ASC 835-30. Because there is no set interest rate, and because the royalty payments are variable, the discount rate
is variable. After each royalty payment, the Company will use a prospective method to determine a new discount rate
based on the revised estimate of remaining cash flows. The new rate is the discount rate that equates the present value
of the revised estimate of remaining cash flows with the carrying amount of the debt, and it will be used to recognize
interest expense for the remaining periods. At issuance, based on projected cash outflows from future revenue streams,
the discount rate was 19.36%. As of December 31, 2021, the forecasted future revenues changed which resulted to a
new discount of 19.14%.
Interest expense for the year ended December 31, 2021 was $1.2 million. As of December 31, 2021, the
carrying value of the debt was $5.8 million.
Streeterville Note
On January 13, 2021, the Company issued a secured promissory note to Streeterville in the original principal
amount of $6.2 million for an aggregate purchase price of $6.0 million. The Company will use the proceeds to fund
development of the Company’s NP-300 (lechlemer) drug product candidate for the indication of the symptomatic
relief of diarrhea from cholera and general corporate purposes, including the Company’s product pipeline activities.
The note is due after four years and bears interest at 3.25% per annum. Interest on the note is payable annually in
advance by adding the interest charge for each upcoming year to the outstanding balance on the date each such interest
charge is accrued. The Company also paid $25,000 to cover legal fees, accounting costs, due diligence, monitoring
and other transaction costs incurred in connection with the issuance of the note. The first year of prepaid interest and
the transaction expenses are included in the original principal amount.
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At any time following the occurrence of a trial failure which refers to any of the following: (i) the Company
abandons the clinical trial with lechlemer for an indication for the symptomatic relief of infectious diarrhea for
cholera; (ii) the Company fails to start the Phase 1 clinical trial of lechlemer for the symptomatic relief of infectious
diarrhea for cholera by July 1, 2022; or (iii) the Company fails to meet all primary endpoints in the pivotal trials of
Lechlemer for the symptomatic relief if infectious diarrhea for cholera with statistical significance, Streeterville may
elect to increase the outstanding balance as of the date of the trial failure by 25% without acceleration (the “Trial
Failure Effect”). If Streeterville elects to apply the Trial Failure Effect, it reserves the right to declare the outstanding
balance immediately due and payable at any time. As of December 31, 2021, no trial failure occurred.
Streeterville is entitled to a maximum of 18% and a minimum of 1% of the gross proceeds received by the
Company from the sale of TDPRV (the “Return Bonus”). The Return Bonus percentage is reduced pro rata based on
the percentage of the original principal balance of the note that has been repaid as of the date of the sale of the
TDPRV. Even if the note has been paid in full at the time of the sale of the TDPRV, the Company is still obliged to
pay Streeterville a Return Bonus of 1%. If Streeterville applies the Trial Failure Effect, the Return Bonus will
automatically be reduced to 1%. If the TDPRV has not been sold as of the day immediately preceding the maturity
date of the note, the Return Bonus percentage will be fixed as of such date. As of December 31, 2021, the Company
has not sold any TDPRV.
Beginning on the earlier of (a) 6 months after January 2021, and (b) initiation of human trials with lechlemer
for symptomatic relief of infectious diarrhea for cholera, the Company may pay all or any portion of the outstanding
balance earlier than it is due. In the event the Company elects to prepay all or any portion of the outstanding balance,
it shall pay to Streeterville 112.5% of the portion of the outstanding balance the Company elects to prepay. The
Company may not prepay the note without the Streeterville’s consent on the date the last patient is enrolled in a
pivotal trial.
After Streeterville becomes aware of the occurrence of any default, Streeterville may accelerate the note,
with the outstanding balance becoming immediately due and payable in cash at the Mandatory Default Amount (i.e.,
the outstanding balance following the application of the Default Effect). Streeterville reserves the right to declare the
outstanding balance immediately due and payable at any time following the default. Default Effect means multiplying
the outstanding balance as of the date of default by 5% or 15% for each occurrence of default, capped at an aggregate
of 25%, and then adding the resulting product to the outstanding balance. The percentage to be used depends on
whether the default is viewed as minor or major as defined in the agreement. Furthermore, interest accrues on the
outstanding balance beginning on the date of default at an interest rate equal to the lesser of 18% per annum or the
maximum rate permitted under applicable law. As of December 31, 2021, no default has occurred.
In connection with the note issuance, the Company has entered into a security agreement with Streeterville,
pursuant to which Streeterville will receive a first priority security interest in all existing and future lechlemer
technology, and any TDPRV and the sale proceeds therefrom that may be granted to the Company by the FDA in
connection with the development of lechlemer for the cholera indication. The Company also agreed, with certain
exceptions, not to grant any lien on any of the collateral securing the note and not to grant any license under any of the
intellectual property relating to such collateral. The grant of security interest has become effective upon the receipt of
the Salix Waiver on April 6, 2021 in observance to the requirement of the settlement agreement previously entered by
the Company with Salix Pharmaceuticals, Inc.
The Company irrevocably elected to initially and subsequently apply the FVO accounting to the entire note.
The fair value at transaction date was equal to the cash proceeds received of $6.0 million. The transaction expense of
$25,000 was recognized in profit and loss as incurred. The Company used the valuation report from an independent
valuation service provided to measure the reporting date fair value of the note. At December 31, 2021, the fair value
was determined to be $7.8 million. For the year ended December 31, 2021, the net increase in the fair value of $1.8
million was recorded as loss included in the change in fair value of financial instruments and hybrid instrument
designated at FVO in the consolidated statements of operations.
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Insurance Financing
Insurance Premium Financing
In May 2020, the Company entered into a financing agreement for $873,000 for a portion of the Company’s
annual insurance premiums. The balance is due in monthly installments over nine months with an annual interest rate
of 4.15%. The financing balance was zero and $95,000 as of December 31, 2021 and 2020, respectively.
March 2021 First Insurance Financing
In March 2021, the Company entered into a premium finance agreement for $98,000 with First Insurance
Funding (“First Insurance”) representing the unpaid balance of the total premiums, taxes, and fees of $115,000 with
an annual interest rate of 4.6%. The total finance charge was $2,000. Payment of principal and interest is due in equal
monthly installments over ten months. The Company granted and assigned First Insurance a first priority lien on and
security interest in the financed policies and any additional premium required under the financed policies. Interest
expense for the year ended December 31, 2021 was $2,000. The financing balance was $10,000 at December 31,
2021.
May 2021 First Insurance Financing
In May 2021, the Company entered into another premium finance agreement for $1.1 million with First
Insurance representing the unpaid balance of the total premiums, taxes, and fees of $1.4 million with an annual
interest rate of 4.15%. The total finance charge was $21,000. Payment of principal and interest is due in equal monthly
installments over ten months. Interest expense for the year ended December 31, 2021 was $13,000. The financing
balance was $326,000 at December 31, 2021.
2019 Tempesta Note
In October 2019, the Company entered into a License Termination and Settlement Agreement with
Dr. Michael Tempesta, pursuant to which certain royalty payment disputes between Napo and Tempesta were settled.
Per the terms of the Agreement, Tempesta received $50,000 in cash, an unsecured promissory note issued by the
Company in the aggregate principal amount of $550,000 and 13,333 shares of the Company’s common stock in
exchange for the cessation of all royalty payments by Napo to Dr. Tempesta under the License Agreements. The
$550,000 promissory note bears interest at the rate of 2.5% per annum and matures on March 1, 2025. The promissory
note provides for the Company to make semiannual payments equal to $50,000 plus accrued interest beginning on
March 1, 2020 until the Note is paid in full. Interest expense for the year ended December 31, 2021 was $10,000. At
December 31, 2021 and 2020, the net carrying value of the Tempesta note was $350,000 and $450,000 respectively.
Oasis Secured Borrowing
The Purchase Agreement
In May 2020, the Company, entered into a one-year Accounts Receivable Purchase Agreement (the
“Purchase Agreement”) with Oasis Capital (“Oasis”), pursuant to which Oasis may from time to time at its discretion
purchase accounts receivable of the Company on a recourse basis, at a purchase price equal to 37.5% of the face
amount of the first purchase, and at a purchase price equal to 42.5% for subsequent purchased accounts (“Purchase
Price”). With respect to purchased accounts, in the event that Oasis receives more than an amount equal to the sum of
(i) the face amount of such purchased account multiplied by 0.0545 and (ii) the Purchase Price (such amount, the
“Threshold Price”) from collection on such purchased accounts, then Oasis will return any such excess overage
amount (the “Overage”) to the Company, as applicable, within five days after Oasis’s receipt thereof.
In the event Oasis does not receive at least the Threshold Price for a purchased account on or before such
account becomes due and payable, the Company will, at Oasis’s election, be obligated to either (i) pay the difference
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between the Threshold Price and the amount received by Oasis for such account (the “Shortfall”) within 30 days
thereof, or (ii) assign or transfer to Oasis additional accounts receivable with a Purchase Price equal to (A) the
Shortfall plus (B) an amount equal to 25% of the Shortfall (the “Additional Amount”).
The initial term of the Purchase Agreement is one year, which will automatically renew for successive one-
year periods unless notice of non-renewal is provided by the Company at least 30 days prior to the expiration of a
term. Notwithstanding the foregoing, either Oasis or the Company may terminate the Purchase Agreement on 60 days
prior written notice. Under the Purchase Agreement, Oasis is entitled to a transaction fee of $25,000 and may be
entitled to additional transaction fees to the extent Oasis acquires additional accounts receivable under the Purchase
Agreement, which fees will not exceed $5,000 per transaction.
Per the Purchase Agreement, the Company will service and administer the purchased accounts receivable for
Oasis. Oasis appointed the Company to be its agent and servicer for monitoring and collecting the accounts receivable
subject to the terms of the Purchase Agreement. The Company will perform its duties in a commercially reasonable
manner and agrees that Company will not commence any legal action with respect to such servicing and collection
efforts and shall not terminate, discharge, discount or write off any accounts receivable without Oasis's prior written
consent.
The Company, having determined that it did not meet the criteria per ASC 860-10-40-5 to account for the
transactions under the Purchase Agreement as sales, accounts for such transactions as secured borrowings in
accordance with ASC 860-30, “Transfers – Secured Borrowings and Collateral.”
During 2020, the Company made the required payments to Oasis for the first five purchases with total
payments equalling to $8.0 million and the related notes payable were extinguished.
In December 2020, for its sixth purchase under the terms of the Purchase Agreement, the Company received
cash proceeds of $1.6 million from Oasis (the “Tranche #6 Secured Note”). Oasis purchased accounts receivable with
a carrying value of $2.2 million, or gross accounts receivable of $3.8 million net of chargebacks and discounts of $1.6
million. The purchase was effectuated pursuant to an amended Assignment Agreement, effective December 3, 2020,
between the Company and Oasis. The Maturity Date, by which date Oasis must collect the $1.8 million Threshold
Price, was February 10, 2021.
The Company recorded the sale to Oasis as a short-term secured borrowing with a principal amount of $1.6
million, or $1.8 million net of a $213,000 discount. Though there was no stated interest rate, the effective interest rate
at issuance was 128.4%. The Tranche #6 Secured Note had a maturity date of February 10, 2021, or earlier if the
Threshold amount was received by Oasis prior to that date (payment of the Threshold amount is the maturity date).
Accordingly, during the term of the Tranche #6 Secured Note, the effective interest rate is variable, dependent on the
amount of any principal payment and payment dates. The secured borrowing gross balance remaining to be paid is
$1.8 million as of December 31, 2020.
In February 2021, the Company made its final required payment to Oasis under Tranche #6 Secured Note,
with total payments equalling the $1.8 million Threshold amount plus the transaction fee, and the Tranche #6 Secured
Note was extinguished.
Exchange Note 2
In May 2019, CVP and the Company agreed to exchange two Napo convertible notes for a single CVP Note
(“Exchange Note 1”). Per agreement, in consideration of the extension of the maturity date of Exchange Note 1 from
December 31, 2019 to December 31, 2020, the Company issued a note (“Exchange Note 2”) with a principal balance
of $2.3 million. The maturity date of Exchange Note 2 is December 31, 2020, with an interest rate of 10%. Between
September 2020 and November 2020, the Company and CVP entered into a series of note exchange agreements
pursuant to which the Company made prepayments of principal and related accrued interest of an aggregate amount of
$5.0 million, in lieu of making cash payments to CVP on Exchange Note 1, by issuing a total of 6,740,573 shares of
126
the Company’s common stock to CVP. The series of exchanges was accounted for as an extinguishment which
resulted in a loss of $560,000. As of December 31, 2020, the carrying value of Exchange Note 1 was zero.
In September 2020, the Company and CVP also entered into a global amendment agreement, pursuant to
which the maturity date of Exchange Note 2 is extended to December 31, 2021. In consideration of CVP’s grant of
extension, together with the related fees and other accommodation set forth, principal debt was increased by 5% of the
outstanding balance of Exchange Note 2, which was $2.6 million as of the global amendment date. The global
amendment requires redemption of Series D Perpetual Preferred Stock prior to payment of principal of Exchange Note
2. The Company determined the incremental value of cash flows amounting to $228,000 with the assistance of an
independent valuation service provider, based on weighted probability assumptions of various settlement conditions
and penalties stipulated in the contract therein. The global amendment agreement was accounted for as a modification;
hence a new effective rate was determined at the date of modification that equated the revised cash flows to the
carrying amount of the note.
Pursuant to the global amendment agreement, the Company issued 842,500 shares of Series D Perpetual
Preferred Stock. The Series D Perpetual Preferred shares were redeemable upon the option or discretion of the
Company. The Series D Perpetual Preferred stockholders were entitled to receive 8% cumulative stock dividends, to
be payable in arrears on a monthly basis for 24 consecutive months. Dividends payable on the Series D perpetual
preferred shares shall be payable through the Company’s issuance of Series D Perpetual Preferred share by delivering
to each record holder the calculated number of payment-in-kind (“PIK”) dividend shares. The Series D Perpetual
Preferred shares were classified as liability and were measured at fair value using the income approach, which
considered the weighted probability of discounted cash flows at various scenarios of redemption and perpetual holding
of the shares. The Company determined the fair value of $6.4 million at contract inception date with the assistance of
an independent valuation service provider to be based on discounted cash flows representing the settlement value of
the shares and cumulative dividends issued using an effective borrowing rate of 12% to 15% adjusted for counterparty
and a maturity date of September 30, 2021. In consideration of the global amendment agreement, no principal
payment shall be made to the Exchange Note 2 until the redemption of Series D Perpetual Preferred shares. Due to the
restrictive nature of the timing of cash outflows in response to the settlement of the Exchange Note 2, Series D
Perpetual Preferred shares were implicitly deemed to be mandatorily redeemable upon the ultimate settlement of the
outstanding balance of Exchange Note 2. The shares were redeemable at $8.00 per share on or before December 31,
2024, the date in which contractual cash outflows of the Exchange Note 2 require the entire settlement or redemption
of the Series D Perpetual Preferred shares. In December 2020, the Company entered into a series of exchange
agreements with a stockholder pursuant to which the Company agreed to issue a total of 5,296,623 shares of common
stock in exchange for redeeming 859,348 shares of Series D Perpetual Preferred Stock. The series of exchanges was
accounted for as an extinguishment which resulted to a loss amounting to $1.3 million. This is included in loss on
extinguishment of debt and conversion of Series D Perpetual Preferred Stock on the statement of operations as of
December 31, 2020. As of December 31, 2021 and 2020, there were no Series D Perpetual Preferred shares
outstanding.
In December 2020, the Company and CVP entered into a note exchange agreement to which the Company
made a prepayment of principal amounting to $1.0 million, in lieu of making cash payments to CVP on Exchange
Note 2, by issuing 416,666 shares of the Company’s common stock to CVP on December 31, 2020. The exchange
agreement was accounted for as a modification.
In January 2021, the Company and CVP entered into another note exchange agreement to which the
Company made a prepayment of the remaining outstanding balance of Exchange Note 2 amounting to $1.8 million, in
lieu of making cash payments to CVP by issuing 471,202 shares of the Company’s common stock to CVP on
January 4, 2021. The exchange was accounted for as debt extinguishment which resulted in a loss of $753,000.
As of December 31, 2021 and 2020, the carrying value of Exchange Note 2, net of discount, was zero and
$1.4 million, respectively.
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9. Warrants
The following table summarizes information about warrants outstanding and exercisable into shares of the
Company’s common stock for the years ended December 31, 2021 and 2020:
Warrants outstanding, beginning balance . .
Issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expirations and cancelations . . . . . . . . . . . .
Warrants outstanding, ending balance . . . .
May 2020 Series 3 Warrants
December 31,
2021
2,401,818
168,750
(2,007,117)
—
563,451
2020
6,473,964
7,349,426
(11,421,464)
(108)
2,401,818
In May 2020, concurrent with the May 2020 modification of the exercise price of the Series 1, Series 2 and
Bridge Note Warrants and inducement offer, the Company issued unregistered Series 3 Warrants to purchase
2,890,284 shares of common stock. The Series 3 Warrants had an exercise price of $1.59 per share and are exercisable
beginning the earlier of (i) six months from their May 22, 2020 issuance date and (ii) receipt of the requisite
Stockholder Approval (defined below), and expire five years thereafter. In addition to the fixed settlement method at
$1.59 per warrant share, the Series 3 Warrants had two contingent settlement methods: (i) if at the time of exercise
there is no effective registration statement, then the holders of the 2,890,284 warrants may exercise the warrants in a
“cashless exercise,” under which the holders will receive the aggregate warrants less the number of warrants equal to
the exercise price; or (ii) a cashless exercise feature wherein, regardless if there is an effective registration agreement,
following the requisite Stockholder Approval, each such Series 3 Warrant will be exercisable into one share of
common stock for no consideration (the “Alternate Cashless Exercise”).
The Series 3 Warrants were initially valued at $3.7 million using the Black-Scholes-Merton option pricing
model as follows: probability-weighted exercise price of $0.15 per share, stock price of $1.32 per share, expected life
of 5.50 years, volatility of 141%, and a risk-free rate of 0.34%. The Series 3 Warrants were classified as liabilities on
the Company’s consolidated balance sheets.
A Special Meeting of Stockholders was held on July 21, 2020, whereupon a proposal to approve the
“Alternate Cashless Exercise” settlement method for the Series 3 Warrants was approved. In 2020, certain holders of
the Series 3 Warrants agreed to exercise a total of 2,818,784 shares for a 1-for-1 exchange of common shares in an
Alternate Cashless Exercise. The aggregate fair value of the common stock issued upon the exercise of the Series 3
Warrants as of the exercise date was $6.1 million.
On January 8, 2021, in accordance with the May 2020 Modification of the 2019 Bridge Note Warrants and
Inducement Offer, an investor received 135,416 Series 3 Warrants for the exercise of 135,416 2019 Bridge Note
Warrants on the same date.
During the year ended December 31, 2021, certain holders of the Series 3 Warrants agreed to exercise a total
of 206,915 shares for a 1-for-1 exchange of common shares in an Alternate Cashless Exercise. The aggregate fair
value of the common stock issued upon the exercise of the Series 3 Warrants as of the exercise date was $1.8 million.
A total of zero and 71,500 Series 3 Warrants were outstanding as of December 31, 2021 and 2020,
respectively.
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 5,713 shares
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of common stock at an exercise price of $157.50 per common share. The warrants were classified as liabilities
pursuant to ASC 815-40 as there was potential cash settlement.
April 2020 Underwriter Warrants
In April 2020, in consideration of the settlement of a dispute regarding underwriting fees (see Note 6), the
Company issued warrants to purchase 33,592 shares of common stock at an exercise price of $7.50 per common share.
The warrants were valued at $32,000 using the Black-Scholes-Merton option pricing model as follows: exercise price
of $7.50 per share, stock price of $1.35 per share, expected life of 4.25 years, volatility of 141%, and a risk-free rate of
0.29%. The warrants were equity classified in the consolidated statements of stockholders’ equity.
March 2019 Ladenburg Warrants
In March 2019, in consideration of services provided in the Company’s March 2019 public offering of 6,339
common shares, the Company issued to Ladenburg Thalmann & Co. warrants to purchase an aggregate of 253 shares
of common stock at an exercise price of $52.50 per common share. The warrants were valued at $13,000 using the
Black-Scholes-Merton option pricing model as follows: exercise price of $52.50 per share, stock price of $56.70 per
share, expected life of 5 years, volatility of 146%, and a risk-free rate of 2.21%. The warrants were equity classified in
the consolidated statements of stockholders’ equity.
March 2019 LOC Warrant
In March 2019, in consideration of a letter of credit cancellation related to the Company’s office lease, the
Company issued a warrant to purchase warrant shares equal to a fixed principal amount divided by a variable exercise
price. The warrants were initially classified as liabilities pursuant to ASC 480-10 due to their debt-like nature. On
July 23, 2019, upon the exercise price of the warrants becoming fixed, the warrants became exercisable into 15,250
shares of the Company’s common stock and were reclassified to additional paid-in-capital with a fair value of
$71,000.
2019 Bridge Note Warrants
Between March 18, 2019 and June 26, 2019, concurrent to the Company entering into Promissory Notes of
$5.1 million, the Company issued twenty-one warrants to purchase warrant shares equal to a fixed principal amount
divided by a variable exercise price. The warrants for all twenty-one Bridge Notes were initially liability classified
pursuant to ASC 480-10 due to their debt-like nature. On July 23, 2019, upon the exercise price of the warrants
becoming fixed, the warrants became exercisable into 927,083 shares of the Company’s common stock and were
reclassified to additional paid-in-capital with a fair value of $4.3 million, calculated using the Black-Scholes-Merton
pricing model using a stock price of $5.19, a strike price of $6.00 per share, an average expected term of 4.80 years,
volatility of 146% and a risk-free discount rate of 1.76%.
February 2020 Modification of Certain 2019 Bridge Note Warrants
In February 2020, the Company entered into a warrant exercise agreement with a holder of its Bridge
warrants, pursuant to which the holder agreed to exercise 83,333 Bridge warrants in consideration of the Company
lowering the exercise price of the 83,333 warrants from $6.00 to $2.08. Upon exercise of the warrants, the Company
received cash proceeds of $173,000 and, in turn, issued 83,333 common shares. It is the Company’s policy to
determine the impact of modifications to equity-classified warrants by analogy to the share-based compensation
guidance per ASC 718, Compensation – Stock Compensation. Pursuant to that guidance, and due to the modification
being applicable only to a single holder of the Bridge warrants, the incremental increase of $9,000 in fair value of the
modified warrants was recorded as an expense in the consolidated statement of operations for the year ended
December 31, 2020.
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May 2020 Modification of the 2019 Bridge Note Warrants and Inducement Offer
In May 2020, the Company reduced the exercise price of all outstanding 2019 Bridge Note Warrants from
$6.00 per share to $1.47 per share. The Company determined the impact of this modification to be an increase in the
fair value of the warrants of $166,000. Because the modification applied to the entire class of Bridge Note Warrant
holders, the increase in fair value represented a deemed dividend to the entire class of Bridge Note Warrant holders.
The modification did not result in the reclassification of the equity-classified Bridge Note Warrants from additional
paid-in-capital to liability classification.
In May 2020, concurrent with the reduction of the exercise price of the Bridge Note Warrants, the Company
entered into a warrant exercise inducement offer with certain holders of the Bridge Note Warrants, pursuant to which
such holders agreed to exercise for cash Bridge Note Warrants to purchase 31,250 shares of common stock, in
exchange for the Company’s issuing to the exercising holders new unregistered Series 3 Warrants to purchase 31,250
shares of common stock.
During the year ended December 31, 2021, an aggregate of 443,748 shares of common stock were issued
upon the exercise of the Bridge Note Warrants for total proceeds of $652,000.
A total of 190,622 and 634,370 Bridge Notes Warrants were outstanding as of December 31, 2021 and 2020,
respectively.
July 2019 Series 1 Warrants
In July 2019, the Company entered into an underwriting agreement, relating to a public offering, which was
comprised of (1) 962,166 Class A Units, priced at $6.00 per unit, with each unit consisting of (i) one share of the
Company’s common stock, (ii) one Series 1 warrant to purchase one share of common stock, and (iii) one Series 2
warrant to purchase one share of common stock, and (2) 10,787 Class B Units, priced at a price of $1,000 per unit,
with each unit consisting of (i) one share of Series B Convertible Preferred Stock, convertible into 166 shares of
common stock, (ii) 166 Series 1 Warrants and (iii) 166 Series 2 Warrants.
The Series 1 Warrants had an exercise price of $6.00 and expire on the earlier of (a) 5 years from the date of
issuance and (b) 30 calendar days following the public announcement of Positive Interim Results related to the
diarrhea results from the HALT-D investigator-initiated trial, if and only if certain trading benchmarks are achieved
during such 30 calendar day period.
In the offering, the Company sold (i) 962,166 Class A Units, which included Series 1 warrants to purchase
962,166 shares of the Company’s common stock and (ii) 10,787 Class B Units, which included Series 1 warrants to
purchase 1,797,833 shares of the Company’s common stock. In total, 2,760,000 Series 1 warrants were issued, with an
initial valuation of $5.0 million computed using the Black-Scholes-Merton pricing model using a stock price of $5.19,
a strike price of $6.00, an expected term of 5.0 years, volatility of 109% and a risk-free discount rate of 1.83%. Upon
issuance, the Series 1 warrants were classified in additional paid-in-capital.
September 2019 Modification of the July 2019 Series 1 Warrants
In September 2019, the Company reduced the exercise price of all 2,760,000 Series 1 Warrants from $6.00 to
$4.20. The Company determined the impact of this modification to be an increase in the fair value of the warrants of
$522,000. Because the modification applied to the entire class of Series 1 Warrant holders, the increase in fair value
represented a deemed dividend to the entire class of Series 1 Warrant holders. The modification did not result in the
reclassification of the equity-classified Series 1 warrants from additional paid-in-capital to liability classification.
February 2020 Modification of the July 2019 Series 1 Warrants
In February 2020, the Company entered into a warrant exercise agreement with a holder of its Series 1
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Warrants, pursuant to which the holder agreed to exercise 69,340 Series 1 Warrants in consideration of the Company
lowering the exercise price of the 69,340 warrants from $6.00 to $2.08. Upon exercise of the warrants, the Company
received cash proceeds of $144,000 and, in turn, issued 69,340 common shares. It is the Company’s policy to
determine the impact of modifications to equity-classified warrants by analogy to share-based compensation guidance
per ASC 718, Compensation – Stock Compensation. Pursuant to that guidance, and due to the modification being
applicable only to a single holder of the Series 1 Warrants, the incremental increase of $6,000 in fair value of the
modified warrants was recorded as an expense in the consolidated statement of operations for the year ended
December 31, 2020.
May 2020 Modification of the July 2019 Series 1 Warrants and Inducement Offer
In May 2020, the Company reduced the exercise price of all outstanding Series 1 Warrants from $4.20 per
share to $1.47 per share. The Company determined the impact of this modification to be an increase in the fair value
of the warrants of $284,000. Because the modification applied to the entire class of Series 1 Warrant holders, the
increase in fair value represented a deemed dividend to the entire class of Series 1 Warrant holders. The modification
did not result in the reclassification of the equity-classified Series 1 Warrants from additional paid-in-capital to
liability classification.
In May 2020, concurrent with the reduction of the exercise price of the Series 1 Warrants, the Company
entered into a warrant exercise inducement offer with certain holders of the Series 1 Warrants, pursuant to which such
holders agreed to exercise for cash Series 1 Warrants to purchase 1,524,013 shares of common stock, in exchange for
the Company’s issuing to the exercising holders new unregistered Series 3 Warrants to purchase 1,524,013 shares of
common stock.
During the year ended December 31, 2021, an aggregate of 464,058 shares of common stock were issued
upon the exercise of the Series 1 Warrants for total proceeds of $682,000.
A total of 145,396 and 609,450 Series 1 Warrants were outstanding as of December 30, 2021 and 2020,
respectively.
July 2019 Series 2 Warrants
The Series 2 Warrants had an exercise price of $6.00 and expire on the first date on the earlier of (a) 5 years
from the date of issuance and (b) 30 calendar days following the public announcement by the Company that a pivotal
phase 3 clinical trial using crofelemer (Mytesi, or the same or similar product with a different name) for the treatment
of cancer therapy-related diarrhea in humans has met its primary endpoint in accordance with the protocol, if and only
if certain trading benchmarks are achieved during such 30 calendar day period. In addition, each Series 2 Warrant has
an embedded call option that allows the Company to redeem any unexercised warrants if certain contingencies are
met.
In the July 2019 offering, the Company sold (i) 962,166 Class A Units, which included Series 2 warrants to
purchase 962,166 shares of the Company’s common stock and (ii) 10,787 Class B Units, which included Series 2
warrants to purchase 1,797,833. In total, 2,760,000 Series 2 warrants were issued, with an initial valuation of $5.0
million computed using the Black-Scholes-Merton pricing model using a stock price of $5.19, a strike price of $6.00,
an expected term of 5.0 years, volatility of 109% and a risk-free discount rate of 1.83%. Upon issuance, the Series 2
Warrants were classified in additional paid-in-capital.
March 5, 2020 Modification of the July 2019 Series 2 Warrants
On March 5, 2020, the Company entered into a warrant exercise agreement with a holder of its Series 2
Warrants, pursuant to which the holder agreed to exercise 30,313 Series 2 Warrants in consideration of the Company
lowering the exercise price of the 30,313 warrants from $6.00 to $1.82. Upon exercise of the warrants, the Company
received cash proceeds of $55,000 and, in turn, issued 30,313 common shares. It is the Company’s policy to determine
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the impact of modifications to equity-classified warrants by analogy to share-based compensation guidance per ASC
718, Compensation – Stock Compensation. Pursuant to that guidance, and due to the modification being applicable
only to a single holder of the Series 2 Warrants, the incremental increase of $6,000 in fair value of the modified
warrants was recorded as an expense in the consolidated statement of operations for the year ended December 31,
2020.
March 23, 2020 Modification of the July 2019 Series 2 Warrants
On March 23, 2020, the Company entered into a Warrant Exercise and Preferred Stock Amendment
Agreement (see Note 10) with Ionic Ventures of its Series 2 Warrants, pursuant to which the holder agreed to exercise
in cash its Series 2 Warrants to purchase an aggregate of 416,666 shares of common stock, in consideration of the
Company reducing the Series 2 Warrant exercise price from $6.00 to $1.57 per share, for gross proceeds to the
Company of approximately $653,000, or $628,000 net of $25,000 of issuance costs. The Company determined the
impact of this modification to be an increase in the fair value of the warrants of $65,000. Because the modification
applied to a sole holder of Series 2 Warrants, the $65,000 increase in fair value was recorded as an expense in the
consolidated statement of operations for the year ended December 31, 2020. The modification did not result in the
reclassification of the equity-classified Series 2 Warrants from additional paid-in-capital to liability classification, and
as of December 31, 2020, all 2,760,000 Series 2 Warrants have been exercised.
May 2020 Modification of the July 2019 Series 2 Warrants and Inducement Offer
In May 2020, the Company reduced the exercise price of all outstanding Series 2 Warrants from $6.00 per
share to $1.47 per share. The Company determined the impact of this modification to be an increase in the fair value
of the warrants of $406,000. Because the modification applied to the entire class of Series 2 Warrant holders, the
increase in fair value represented a deemed dividend to the entire class of Series 2 Warrant holders. The modification
did not result in the reclassification of the equity-classified Series 2 Warrants from additional paid-in-capital to
liability classification.
In May 2020, concurrent with the reduction of the exercise price of the Series 2 Warrants, the Company
entered into a warrant exercise inducement offer with certain holders of the Series 2 Warrants, pursuant to which such
holders agreed to exercise for cash Series 2 Warrants to purchase 1,344,520 shares of common stock, in exchange for
the Company’s issuing to the exercising holders new unregistered Series 3 Warrants to purchase 1,335,020 shares of
common stock.
During the year ended December 31, 2021, an aggregate of 475,725 shares of common stock were issued
upon the exercise of the Series 2 Warrants for total proceeds of $700,000.
A total of 133,730 and 609,450 Series 2 Warrants were outstanding as of December 31, 2021 and 2020,
respectively.
December 2019 PIPE Financing Warrants
In December 2019, the Company entered into a securities purchase agreement with certain investors pursuant
to which the Company, in a Private Placement, sold (i) an aggregate of 833,333 unregistered shares of the Company’s
common stock, and (ii) Warrants to purchase up to an aggregate of 416,664 shares of common stock, for an aggregate
purchase price of $1.5 million (see Note 11). The warrants have an exercise price of $2.34 per share and become
exercisable on June 24, 2020 (6 months after their issuance date) and have a five-year term.
The warrants were valued at $686,000 using the Black-Scholes-Merton option pricing model as follows:
exercise price of $2.34 per share, stock price of $1.86 per share, expected life of five years, volatility of 143%, and a
risk-free rate of 2.42%. As the common stock and warrants were issued in a unit structure, the aggregate proceeds of
$1.5 million were allocated to the two securities using the relative fair value method, resulting with the common stock
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and warrants being allocated $1.0 million and $465,000, respectively. The warrants were classified in stockholders’
equity
During January 2021, an aggregate of 416,664 shares of common stock was issued upon the exercise of the
December 2019 PIPE Financing Warrants for total proceeds of $975,000. As of December 31, 2021, all
December 2019 PIPE Financing Warrants have been exercised.
April 2021 ELOC Warrants
On April 7, 2021, in consideration for Oasis Capital’s entry into the March 2020 ELOC amendment, the
Company issued Oasis Capital a common stock purchase warrant (“ELOC Warrants”) exercisable for 33,333 shares of
common stock with an exercise price per share equal to $5.61 on the date of the amendment. The warrants were
valued at $172,000 using the Black-Scholes option pricing model as follows: exercise price of $5.61 per share, stock
price of $5.61 per share, expected life of five years, volatility of 156%, and a risk-free rate of 0.87%. The warrants
were classified in additional paid-in-capital.
10. Preferred Stock
At December 31, 2021 and 2020, preferred stock consisted of the following:
(in thousands, except share and per share data)
Series
B-2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,165
1,011,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . 1,021,165
— $
—
— $
Shares
Issued and
Authorized Outstanding
Carrying
Value
Liquidation
Preference
per Share
—
8.00
— $
—
—
Series A Convertible Preferred Stock
In March 2018, the Company entered into a stock purchase agreement with Sagard Capital pursuant to which
the Company, in a private placement, agreed to issue and sell to Sagard Capital 5,524,926 shares of the Company's
Series A Convertible Preferred Stock, $0.0001 par value per share, for gross proceeds of $9.2 million, or $9.0 million
net of issuance costs. The preferred stock was convertible into approximately 157,855 shares of common stock at the
option of the holder at an effective conversion price of $582.75 per share. Subject to certain limited exceptions, the
shares of preferred stock could not be offered, pledged or sold by Sagard Capital for one year from the date of
issuance. The conversion price was subject to certain adjustments in the event of any stock dividend, stock split,
reverse stock split, combination or other similar recapitalization.
Holders of the Series A Convertible Preferred shares were entitled to participate equally and ratably with the
holders of shares of common stock in all dividends paid and distributions made to the holders of the common stock as
if, immediately prior to each record date of the common stock, the shares of Series A Convertible Preferred Stock then
outstanding were converted into shares of common stock.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or
deemed liquidation event, the holders of Series A Convertible Preferred shares then outstanding were entitled to be
paid in cash out of the assets of the Company before any payment shall be made to the holders of common stock or
shares of any series or class of preferred or other capital stock then outstanding that by its terms is junior to the Series
A Convertible Preferred Stock in respect of the preferences as to distributions and payments upon such liquidation
event by reason of their ownership, an amount per share of Series A Convertible Preferred Stock equal to one times
the Series A Convertible Preferred Stock original issue price.
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The Series A Convertible Preferred shares were redeemable by Sagard Capital upon a Redemption Event that
is not solely within the control of the Company. Were a Redemption Event to occur as of the Measurement Date (the
later of April 30, 2021 and the date on which the Company files its Form 10-Q for the three months ending March 31,
2021, but in no event later than September 30, 2021), the holders of at least a majority of the shares of Series A
Convertible Preferred Stock then outstanding may require the Company to redeem all Series A shares for cash at a per
share purchase price equal to $2.3057. Any one of the following conditions can result in a Redemption Event:
(i) revenue attributable to the Mytesi product for the six-month period ended March 31, 2021 is less than $22.0
million; (ii) the daily VWAP of the Company's common stock on Nasdaq for the 30 days prior to a Measurement Date
is less than $315.00; (iii) the Company fails to file with the Securities and Exchange Commission (“SEC”) on or
before June 30, 2021, its Form 10-Q for the three months ending March 31, 2021.
The preferred stock was classified outside of stockholders' equity in accordance with authoritative guidance
for the classification and measurement of potentially redeemable securities.
In September 2020, the Company and Sagard Capital entered into an exchange agreement, by which the
remaining Series A Convertible Preferred shares were exchanged for (i) 842,500 shares of the Company’s Series C
Perpetual Preferred shares, and (ii) 842,500 shares of the Company’s Series D Perpetual Preferred shares, all issued to
Iliad. The exchange agreement was entered into to effect a share-for-share exchange transaction. The Series A
Convertible Preferred shares were cancelled upon surrender, and the Company issued Iliad the Series C and Series D
Perpetual Preferred shares. The exchange agreement was treated as an extinguishment of the Series A Convertible
Preferred shares. As of the exchange date, the related extinguishment required recording derecognition of the Series A
accreted value and recording Series C and Series D at fair value. The related excess of the carrying value over the fair
value of the new instruments of $150,000 was recorded to additional paid-in-capital and increased earnings available
to common stockholders.
During the year ended December 31, 2020, the Company determined that a Redemption Event was probable.
The Company recorded a deemed dividend charge of $1.3 million for the accretion of the redemption amount and
carrying value of the Series A Convertible Preferred Stock.
In September 2020, the Company filed a certificate with the Secretary of State of Delaware effecting the
retirement and cancellation of the Series A Convertible Preferred Stock. As of December 31, 2020, there were no
Series A Convertible Preferred shares authorized or outstanding.
Series B Convertible Preferred Stock
In July 2019, the Company entered into an underwriting agreement relating to the public offering comprised
of (1) 962,166 Class A Units, priced at a public offering price of $6.00 per unit, with each unit consisting of (i) one
share of the Company’s voting common stock, (ii) one Series 1 warrant to purchase one share of common stock and
(2) 10,787 Class B Units, priced at a public offering price of $1,000 per unit, with each Class B unit consisting of
(i) one share of Series B Convertible Preferred Stock with a stated value of $1,000 and convertible into 166 shares of
common stock, (ii) 166 Series 1 Warrants and (iii) 166 Series 2 Warrants, at a public offering price of $1,000 per
Class B Unit.
The Company sold 10,787 Class B Units, comprised of 10,787 shares of Series B Convertible Preferred
Stock, Series 1 warrants to purchase 1,797,833 shares of common stock and Series 2 warrants to purchase 1,797,833
shares of common stock. The total gross proceeds to the Company from the offering of the Class B Units were $10.8
million of which $4.2 million was allocated to the Series B Convertible Preferred Stock, $3.3 million to the Series 1
Warrants and $3.3 million to the Series 2 Warrants. Issuance costs of $1.6 million were allocated to the Class B Units.
Holders of the Series B shares are entitled to participate equally and ratably with the holders of shares of
common stock in all dividends paid and distributions made to the holders of the common stock as if, immediately
prior to each record date of the common stock, the shares of Series B then outstanding were converted into shares of
common stock. With certain exceptions, the shares of Series B Convertible Preferred Stock have no voting rights.
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However, as long as any shares of Series B Convertible Preferred Stock remain outstanding, the Company shall not,
without the affirmative vote of holders of a majority of the then outstanding shares of Series B Convertible Preferred
Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Convertible Preferred
Stock or alter or amend the Series B Certificate of Designation or (b) enter into any agreement with respect to any of
the foregoing. Each share of Series B Convertible Preferred Stock is convertible at any time at the holder’s option into
500 shares of Common Stock, which conversion ratio will be subject to adjustment for stock splits, stock dividends,
distributions, subdivisions and combinations and other similar transactions.
In March 2020, the Company entered into a Warrant Exercise and Preferred Stock Amendment Agreement
(“Amendment Agreement”) with a Ionic Ventures of its Series 2 Warrants, pursuant to which the holder agreed to
exercise in cash its Series 2 Warrants to purchase an aggregate of 416,666 shares of common stock, in consideration
of the Company reducing the warrant exercise price from $6.00 to $1.57 per share, for gross proceeds to the Company
of approximately $653,000 (see Note 9). As a further inducement to enter into the Amendment Agreement, the
Company agreed to reduce the conversion price of the Company’s Series B Convertible Preferred Stock from $6.00 to
$1.34, resulting in the application of accounting for modification of preferred stock instruments under ASC
260-10-S99-2 where the difference between the fair value of the consideration transferred and the net carrying amount
of the convertible preferred stock is treated as a dividend and must be deducted from net income in arriving at income
available to common stockholders. Because the reduction to the conversion price was an inducement, the Company
applied the guidance in ASC 470-20, resulting in the recording of an inducement charge of $1.6 million in the
consolidated statement of operations for the year ended December 31, 2020.
In September 2020, the Company filed a certificate with the Secretary of State of Delaware effecting the
retirement and cancellation of the Series B Convertible Preferred Stock. As of December 31, 2020, there were no
Series B Convertible Preferred shares authorized or outstanding.
Series B-2 Convertible Preferred Stock
In December 2019, the Company entered into an exchange agreement with Oasis Capital, pursuant to which
Oasis Capital gave up (i) its remaining unexercised Prepaid Forward contracts exercisable for 412,074 shares of the
Company’s common stock and (ii) 231,709 common shares held as an investment by Oasis Capital, in exchange for
10,165 shares of the Company’s newly authorized Series B-2 Convertible Preferred Stock.
Holders of the Series B-2 Convertible Preferred Stock are entitled to receive dividends on shares of Series
B-2 Convertible Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as
dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the
common stock. No other dividends shall be paid on shares of the Series B-2 Convertible Preferred Stock.
The shares of Series B-2 Convertible Preferred Stock have no voting rights. However, as long as any shares
of Series B-2 Convertible Preferred Stock remain outstanding, the Company shall not, without the affirmative vote of
holders of a majority of the then outstanding shares of Series B-2 Convertible Preferred Stock, (a) alter or change
adversely the powers, preferences or rights given to the Series B-2 Convertible Preferred Stock or alter or amend the
Series B-2 Certificate of Designation or (b) enter into any agreement with respect to any of the foregoing.
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the
Holders of the Series B-2 Convertible Preferred Stock are entitled to receive out of the assets, whether capital or
surplus, of the Company the same amount that a holder of common stock would receive if the Series B-2 Convertible
Preferred Stock were fully converted to common stock which amounts shall be paid pari passu with all holders of
common stock.
Each share of Series B-2 Convertible Preferred Stock is convertible at any time at the holder’s option into 63
shares of common stock, as determined by dividing the $153.90 stated value of each Series B-2 Convertible Preferred
Share by the $2.43 conversion price ($153.90 divided by $2.43 = 63 conversion ratio), and which conversion ratio is
subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations and other similar
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transactions as specified in the Series B-2 Certificate of Designation. The Series B-2 Convertible Preferred Stock was
classified in stockholders' equity in accordance with authoritative guidance.
In January 2020, a holder of the Series B-2 Convertible Preferred Stock converted 2,631 preferred shares into
166,630 shares of common stock. In October 2020, the Company entered into an exchange agreement with Oasis
Capital pursuant to which the Company agreed to issue 166,728 shares of common stock in exchange for 975 shares
of the Series B-2 Convertible Preferred Stock. The exchange agreement was accounted for as a modification. In
December 2020, an investor converted the remaining 6,559 Series B-2 Convertible Preferred Stock into a total of
415,403 shares of the Company’s common stock.
As of December 31, 2020, there were no Series B-2 Convertible Preferred shares outstanding.
Series C Perpetual Preferred Stock
In September 2020, the Company entered into an exchange agreement with Iliad to issue 842,500 shares of
the Company's Series C Perpetual Preferred Stock at $0.0001 par value per share, for a non-cash exchange of equity
instruments. The exchange agreement was contemporaneously entered with the issuance of Series D Perpetual
Preferred shares, in exchange of remaining Series A Convertible Preferred shares totaling 5,524,926 shares, and
accreted value of $11.2 million as of the exchange date. An amendment agreement of the Exchange Note 2 was also
entered into, with issuance value of $2.3 million and carrying value of $2.6 million as of the exchange date, to extend
maturity from December 31, 2020 to December 31, 2021, in consideration of 5% increase in the outstanding balance.
Holders of the Series C Perpetual Preferred Stock were not entitled to voting rights. However, as long as any
Series C Perpetual Preferred share is outstanding, the Company is restricted to alter, change, or enter into an
agreement to alter or change adversely the powers, preferences, or rights given to the shareholders.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or
deemed liquidation event, the holders of Series C Perpetual Preferred shares then outstanding would be entitled to be
paid in cash out of the assets of the Company before any payment shall be made to the holders of common stock or
shares of any series or class of preferred or other capital stock then outstanding that by its terms is junior to the Series
C Perpetual Preferred shares in respect of the preferences as to distributions and payments upon such liquidation event
by reason of their ownership, an amount per share of Series C equal to one times the Series C original issue price.
The Series C Perpetual Preferred shares were redeemable upon the option or discretion of the Company.
The Series C Perpetual Preferred shares were entitled to receive 10% cumulative stock dividends, to be
payable in arrears on a monthly basis for 24 consecutive months. Dividends payable on the Series C Perpetual
Preferred shares shall be payable through the Company’s issuance of Series C Perpetual Preferred share by delivering
to each record holder the calculated number of PIK dividend shares.
The Series C Perpetual Preferred shares were initially measured at fair value using the income approach,
which considered the weighted probability of discounted cash flows at various scenarios of redemption by the
Company or liquidation event and perpetual holding of the shares. As of the date of exchange, total fair value of the
Series C Perpetual Preferred shares amounted to $4.7 million. Subsequently, the carrying amount of Series C
Perpetual Preferred shares increased as the PIK dividend shares were recognized.
The preferred stock has been classified as permanent stockholders' equity in accordance with authoritative
guidance for the classification and measurement of perpetual shares without mandatory redemption period because the
redemption option was ultimately in the control of the Company.
In October 2020, the Company entered into an exchange agreement with Iliad pursuant to which the
Company agreed to issue a total of 83,333 shares of common stock and pre-funded warrants to purchase 2,352,563
shares of common stock in exchange for 285,000 shares of Series C Perpetual Preferred Stock. The pre-funded
warrants were exercisable immediately and could be exercised at any time until all of the pre-funded warrants were
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exercised in full. The nominal exercise price of each pre-funded warrant was $0.0001. In December 2020, the
Company also entered into a series of exchange agreements with Iliad pursuant to which the Company agreed to issue
a total of 2,734,626 shares of common stock in exchange for 573,810 shares of Series C Perpetual Preferred Stock.
The series of exchanges were viewed as singular transaction, hence combined for purposes of accounting for the
subsequent amendments. The series of exchanges was accounted for as an extinguishment which resulted in a $2.5
million deemed dividend, recorded against additional paid-in capital, for the difference between the fair value of the
shares of common stock and pre-funded warrants transferred and the carrying amount of the Series C Perpetual
Preferred Stock. As of December 31, 2020, Iliad had exercised all pre-funded warrants for $1,000.
As of December 31, 2020, there were no Series C Perpetual Preferred shares outstanding.
11. Stockholders’ Equity
As of December 31, 2021 and 2020, the Company had reserved shares of common stock, on an as-if
converted basis, for issuance as follows:
Options issued and outstanding . . . . . . . . . . . . . . . . . . . . . .
Inducement options issued and outstanding . . . . . . . . . . . .
Options available for grant under stock option plans . . . . .
Restricted stock unit awards issued and outstanding . . . . .
Warrants issued and outstanding . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2021
2,348,199
154,893
631,270
487,456
563,451
4,185,269
2020
1,485,518
38,289
198,866
1,871
2,401,818
4,126,362
Common Stock
The holders of common stock are entitled to one vote for each share of common stock held. The common
stockholders are also entitled to receive dividends whenever funds and assets are legally available and when declared
by the Board of Directors.
The holders of non-voting common stock are not entitled to vote, except on an as converted basis with
respect to any change of control of the Company that is submitted to the stockholders of the Company for approval.
Shares of the Company's non-voting common stock have the same rights to dividends and other distributions and are
convertible into shares of the Company's common stock on a one-for-one basis.
The Company is authorized to issue a total number of 204,475,074 shares, of which 150,000,000 shares are
common stock, 50,000,000 are non-voting common stock and 4,475,074 are preferred stock.
Reverse Stock-Split
On December 22, 2020, the Company obtained approval through a special shareholders meeting held on
December 9, 2020 to effect a reverse split of the Company’s issued and outstanding voting common stock at a ratio
not less than 1-for-2 and not greater than 1-for-20.
On September 3, 2021, the reverse stock split became effective. Upon effectivity, every three shares of the
Company’s issued and outstanding common stock immediately prior to the effective time shall automatically be
reclassified into one share of common stock without any change in the par value. The reverse stock split reduces the
number of shares of common stock issuable upon the conversion of the Company’s outstanding non-voting common
stock and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse
stock split and causes a proportionate increase in the conversion and exercise prices of such non-voting common
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stock, stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity
compensation plans immediately prior to the effective time will be reduced proportionately. The reverse stock split did
not change the total number of authorized shares of common stock or preferred stock.
March 2020 ELOC (Equity Line of Credit)
In March 2020, the Company entered into an equity purchase agreement (the “March 2020 ELOC”) with
Oasis Capital, which provides that Oasis Capital is committed to purchase up to an aggregate of $2.0 million shares of
the Company’s common stock over the 36-month term of the March 2020 ELOC.
Pursuant to the terms and conditions of the March 2020 ELOC, on any trading day selected by the Company
(such date the “Put Date”), after the SEC has declared effective the registration statement registering the sale of the
shares of common stock that may be issued to Oasis Capital under the March 2020 ELOC, the Company has the right,
in its sole discretion, to present to Oasis Capital with a purchase notice (each a “Put Notice”), directing Oasis Capital
to purchase up to the lesser of (i) 66,666 shares of common stock or (ii) 20% of the average trading volume of
common stock in the 10 trading days immediately preceding the date of such Put Notice, at a per share price equal to
$1.31 (each an “Option 1 Put”), provided that the aggregate of all Option 1 Puts and Option 2 Puts (described below)
does not exceed $2.0 million.
In addition, on any date on which Oasis Capital receives shares of common stock in connection with a Put
Notice (the “Clearing Date”), the Company also has the right, in its sole discretion, to present to Oasis Capital with a
Put Notice (each an “Option 2 Put”) directing Oasis Capital to purchase an amount of common stock equal to the
lesser of (i) such amount that equals 10% of the daily trading volume of the common stock on the date of such Put
Notice and (ii) $200,000, provided that the aggregate amount of the Option 1 Put and Option 2 Put on any Put Date or
Clearing Date does not exceed $500,000 and the aggregate amount of all Option 1 Puts and Option 2 Puts does not
exceed $2.0 million. The purchase price per share pursuant to such Option 2 Put is equal to $1.31. The threshold price
and the purchase price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse
stock split or other similar transaction occurring during the period used to compute the threshold price or the purchase
price.
On April 15, 2020, the SEC declared effective the registration statement registering the sale of the shares of
common stock issued to Oasis Capital under the March 2020 ELOC. The Company will control the timing and
amount of sales of common stock to Oasis Capital. Oasis Capital has no right to require any sales by the Company but
is obligated to make purchases from the Company as directed by the Company in accordance with the March 2020
ELOC.
In connection with the equity line, the Company agreed to pay Oasis Capital a commitment fee and in
April 2020, in settlement of the commitment fee, the Company issued to Oasis Capital 22,935 shares of common
stock. At issuance, the 22,935 shares of common stock had a fair value of $33,000 and were expensed as an issuance
cost in the Company’s consolidated statements of operations.
Per the terms of the equity purchase agreement, the Option Put 1 and Option Put 2 may be exercised only at a
price that is always above the trading price of the underlying common stock at the exercise date, thereby rendering
any exercise by the Company being out-of-the-money. At inception of the equity line on March 24, 2020, the Put
Options were classified as derivative assets with a fair value of zero, and upon an effective registration statement on
April 15, 2020, were reclassified to stockholders’ equity with a fair value of zero.
In April 2020, the Company sold 17,333 common shares to Oasis for gross proceeds of $23,000. As of
December 31, 2021 and 2020, the Company had not exercised any further put options to require Oasis Capital to
purchase common stock under the equity purchase agreement.
On April 7, 2021, the Company entered into an amendment to the March 2020 ELOC with Oasis Capital,
pursuant to which the parties agreed to increase (i) the purchase price from $1.31 to $9.00 and (ii) the threshold price
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from $1.50 to $10.35. In consideration for Oasis Capital’s entry into the amendment, the Company issued Oasis
Capital a common stock purchase warrant (“ELOC Warrants”) exercisable for 33,333 shares of common stock with an
exercise price per share equal to $5.61 on the date of the amendment.
March 2020 PIPE Financing
In March 2020, Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”)
with certain investors, pursuant to which the Company agreed to issue and sell to the Investors in a private placement
an aggregate of 571,427 shares of the Company’s common stock, for an aggregate purchase price of approximately
$720,000, or $668,000 net of $52,000 of issuance costs.
At The Market Offering (“ATM”)
October 2020 ATM Agreement
On October 5, 2020, the Company entered into an ATM Agreement (“October 2020 ATM Agreement”) with
Ladenburg, pursuant to which the Company may offer and sell, from time to time through Ladenburg, shares of
common stock, subject to the terms and conditions of the October 2020 ATM Agreement. The October 2020 ATM
Agreement will terminate upon the earlier of (i) October 5, 2022 and (ii) termination of the October 2020 ATM
Agreement as permitted therein. In 2020, the Company sold 1,271,639 shares of common stock under the
October 2020 ATM Agreement resulting in net proceeds of approximately $1.3 million after commissions and
expenses of approximately $40,000.
During January and February 2021, the Company issued an aggregate of 669,850 shares under the
October 2020 ATM Agreement for total net proceeds of $5.4 million after commissions and expenses of
approximately $311,000. As of December 31, 2021, all shares under the October 2020 ATM Agreement have been
issued.
December 2021 ATM Agreement
On December 10, 2021, the Company entered into another ATM Agreement (“December 2021 ATM
Agreement”) with Ladenburg, pursuant to which the Company may offer and sell, from time to time through
Ladenburg, shares of common stock having an aggregate offering price of up to $15.0 million, subject to the terms
and conditions of the December 2021 ATM Agreement. The offering will terminate upon the earlier of
(i) December 10, 2024 and (ii) termination of the December 2021 ATM Agreement as permitted therein.
As of December 31, 2021, the Company has issued 2,261,596 shares under the December 2021 ATM
Agreement for a total net proceeds of $3.2 million.
PoC Capital Registered Direct Offering
On October 6, 2020, the Company entered into a Stock Plan Agreement for payment of contracted research
fees (the “SPA”) with PoC Capital, LLC (“PoC”), pursuant to which the Company issued to PoC an aggregate of
444,444 shares of the Company’s common stock as consideration for PoC’s assumption of $400,000 in payment
obligations of Napo under the service order with Integrium for Napo’s planned upcoming pivotal Phase 3 clinical trial
for cancer-therapy related diarrhea, for an effective offering price of $0.90 per share.
Securities Purchase Agreement
On January 13, 2021, the Company entered into a securities purchase agreement, pursuant to which the
Company agreed to issue and sell, in a registered public offering an aggregate of 1,479,290 shares of common stock at
an offering price of $10.14 per share for gross proceeds of approximately $15.0 million before deducting $1.6 million
placement agent fee and related offering expenses. The offering closed on January 15, 2021.
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On April 29, 2021, the Company entered into another securities purchase agreement, pursuant to which the
Company agreed to issue and sell, in a registered public offering through Ladenburg as the placement agent, an
aggregate of 2,549,000 shares of common stock at an offering price of $4.23 per share for gross proceeds of
approximately $10.8 million before deducting placement agent fees and related offering expenses of $948,000.
Subscription Agreement
On June 1, 2021, the Company entered into a subscription agreement with the SPAC and its sponsor,
pursuant to which Dragon SPAC agreed to issue and sell, in a private placement by Dragon SPAC directly to the
Company, units of Dragon SPAC, with each unit consisting of one ordinary share of Dragon SPAC and a warrant to
purchase a share, for gross proceeds of approximately €8.8 million (corresponding, as at June 1, 2021, to $10.8
million). Dragon SPAC is an Italy special purpose acquisition company formed for the purpose of entering into a
business combination with Napo Therapeutics, with the aim of developing the pharmaceutical activities of Dragon
SPAC/Napo Therapeutics combined entity in Europe. Each warrant will entitle the holder thereof to purchase one
share at an exercise price of €10 per share at any time prior to the earlier of (i) the 10-year anniversary of the
consummation of the business combination and (ii) the five-year anniversary of the listing of the combined entity on a
public exchange.
On November 3, 2021, Dragon SPAC issued 883,000 ordinary shares, each reserved to the exercise of
warrants pursuant to the warrant agreement approved by Dragon SPAC. As a result, Dragon SPAC became a
substantially owned subsidiary, at the same time, the related advances will be converted to investment at a stand-alone
level, and will be eliminated at the consolidated level.
September 2021 PIPE Financing
On September 13, 2021, the Company entered into a securities purchase agreement (the “September 2021
PIPE Financing”) with certain investors, pursuant to which the Company agreed to issue and sell to the investors in a
private placement an aggregate of 309,242 unregistered shares of the Company’s common stock for an aggregate
purchase price of approximately $776,197 or $2.51 per share.
Noncontrolling Interest
As a result of the merger last November 3, 2021 between Napo EU and Dragon SPAC, the Company
assumed a non-controlling interest amounting to $242,000 as of December 31, 2021 which represents minority interest
held by an investor in Napo Therapeutics.
12. Stock-Based Compensation
2013 Equity Incentive Plan
In November 2013, the Company's board of directors and sole stockholder adopted the Jaguar Health, Inc.
2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company's board of directors to grant stock
options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of
the Company. Following the effective date of the IPO and after effectiveness of any grants under the 2013 Plan that
were contingent on the IPO, no additional stock awards will be granted under the 2013 Plan. Outstanding grants
continue to be exercisable, however, any unissued shares under the plan and any forfeitures of outstanding options do
not rollover to the 2014 Stock Incentive Plan. There were 123 option shares outstanding at December 31, 2021 and
2020.
140
2014 Stock Incentive Plan
Effective May 12, 2015, the Company adopted the Jaguar Health, Inc. 2014 Stock Incentive Plan (“2014
Plan”). The 2014 Plan provides for the grant of options, restricted stock and restricted stock units to eligible
employees, directors and consultants to purchase the Company's common stock. The term of an incentive stock option
may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of
all classes or our outstanding stock, the term must not exceed 5 years. The 2014 Plan provides for automatic share
increases on the first day of each fiscal year in the amount of 2% of the outstanding number of shares of the
Company's common stock on last day of the preceding calendar year. The 2014 Plan replaced the 2013 Plan except
that all outstanding options under the 2013 Plan remain outstanding until exercised, cancelled or expired.
As of December 31, 2021, there were 2,348,076 options outstanding and 619,480 options available for grant.
As of December 31, 2020, there were 1,485,395 options outstanding and 70,472 options available for grant.
2020 New Employee Inducement Award Plan
Effective June 16, 2020, the Company adopted the Jaguar Health, Inc. New Employee Inducement Award
Plan (“2020 Inducement Award Plan”) and, subject to the adjustment provisions of the Inducement Award Plan,
reserved 166,666 shares of the Company’s common stock for issuance pursuant to equity awards granted under the
Inducement Award Plan. The term of an incentive stock option may not exceed 10 years, except that with respect to
any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must
not exceed 5 years. The 2020 Inducement Award Plan provides for the grant of non-statutory stock options, restricted
stock units, restricted stock, and performance shares. The 2020 Inducement Award Plan was adopted without
stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2020
Inducement Award Plan are substantially similar to the Company’s 2014 Stock Incentive Plan, but with such other
terms and conditions intended to comply with the Nasdaq inducement award rules. In accordance with Rule
5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of equity awards under the
Inducement Award Plan are individuals who were not previously an employee or director of the Company, or
following a bona fide period of non-employment, as an inducement material to such persons entering into employment
with the Company.
As of December 31, 2021, there were 154,876 options outstanding and 11,790 options available for grant. As
of December 31, 2020, there were 38,272 options outstanding and 128,394 options available for grant.
Stock Options and Restricted Stock Units (“RSUs”)
The following table summarized the incentive plan activity for the year ended December 31, 2021:
(in thousands, except share and per share data)
Outstanding at December 31, 2020 . . . . . .
Additional shares authorized . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . .
Options canceled . . . . . . . . . . . . . . . . .
RSUs granted . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2021 . . . . . .
Exercisable at December 31, 2021 . . . . . .
Vested and expected to vest at
December 31, 2021 . . . . . . . . . . . . . . . .
Shares
Stock
Options
Available
for Grant Outstanding Outstanding Exercise Price
RSUs
Stock Option Contractual Life
(Years)
Aggregate
Intrinsic
Value*
Weighted
Average
Weighted Average
Remaining
198,866
1,900,421
(1,016,044)
—
33,612
(485,585)
631,270
1,523,790
—
1,016,044
(3,147)
(33,612)
—
2,503,075
1,431,658
1,871 $
—
—
—
—
485,585
487,456 $
$
12.68
—
5.41
1.34
30.47
—
9.44
12.92
8.71 $
8.35 $
7.84 $
364
—
—
—
—
—
3
2
2,362,310
$
9.70
8.30 $
3
*Fair market value of Jaguar stock on December 31, 2021 was $1.04 per share.
141
The intrinsic value is calculated as the difference between the exercise price of the underlying options and the
fair market value of the Company's common stock for options that were in-the-money.
The number of options exercised during the year ended December 31, 2021 and 2020 were 3,147 and 185,
respectively.
The weighted average grant date fair value of stock options granted was $5.06 and $1.20 per share during the
years ended December 31, 2021 and 2020, respectively.
The number of options that vested in the years ended December 31, 2021 and 2020 was 695,995 and
483,021, respectively. The grant date weighted average fair value of options that vested in the years ended
December 31, 2021 and 2020 was $4.49 and $5.97, respectively.
Stock-Based Compensation
The following table summarizes stock-based compensation expense related to stock options, inducement
stock options and RSUs for the years ended December 31, 2021 and 2020, and are included in the consolidated
statements of operations as follows:
(in thousands)
Research and development expense . . . . . . . . . . . . . . . . . . . . . . $
Sales and marketing expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expense . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended
December 31,
2021
2020
1,319 $
319
2,336
3,974 $
749
220
1,855
2,824
As of December 31, 2021, the Company had $3.9 million of unrecognized stock-based compensation
expense for options and RSU’s, which is expected to be recognized over a weighted-average period of 1.87 years.
The fair value of options granted during the years ended December 31, 2021 and 2020, respectively, were
calculated using the range of assumptions set forth below:
Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term (years) . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended
December 31,
2021
163.8 - 164.0 %
5.0
0.5 - 1.2 %
—
2020
150.1 - 167.9 %
5.0
0.3 - 0.5 %
—
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, 2021.
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13. Net Loss Per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net loss per common share for the years
ended December 31, 2021 and 2020:
(In thousands, except share and per share data)
Year Ended December 31,
2021
2020
Net loss attributable to common shareholders (basic
and diluted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(52,595)
$
(38,648)
Shares used to compute net loss per common share,
basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44,711,588
12,880,868
Net loss per share attributable to common
shareholders, basic and diluted . . . . . . . . . . . . . . . . . . $
(1.18)
$
(3.00)
Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares
outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average
number of common shares and common share equivalents outstanding for the period. Common stock equivalents are
only included when their effect is dilutive. The Company's potentially dilutive securities which include stock options,
convertible preferred stock, RSUs and common stock warrants have been excluded from the computation of diluted
net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of
shares used to compute basic and diluted shares outstanding due to the Company's net loss position.
The following outstanding common stock equivalents have been excluded from diluted net loss per common
share for the years ended December 31, 2021 and 2020 because their inclusion would be anti-dilutive:
Options issued and outstanding . . . . . . . . . . . . . . . . . . .
Inducement options issued and outstanding . . . . . . . . .
Restricted stock units issued and outstanding . . . . . . . .
Warrants issued and outstanding . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2021
2,348,199
154,893
487,456
563,451
3,553,999
2020
1,485,518
38,289
1,871
2,401,818
3,927,496
As of March 10, 2022 there were 28,701,463 shares of common stock issued after the balance sheet date.
Including these shares will have a material effect on the diluted net loss per common share in future periods.
14. Income Taxes
The Company's loss before provision for income taxes during the years ended December 31, 2021 and 2020,
was a domestic loss of $48.0 million and $33.8 million, and a foreign loss of $4.6 million and zero, respectively.
The effective tax rate for 2021 and 2020 was 0%. As a result of the Company's history of net operating losses
(“NOL”) and a full valuation allowance against its deferred tax assets, there was minimal current income tax and no
deferred income tax provision for the years ended December 31, 2021 and 2020.
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The Company’s effective tax during the years ended December 31, 2021 and 2020, differed from the federal
statutory rate as follows:
Statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany transactions . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nondeductible warrant expense . . . . . . . . . . . . . . . . . . . . .
Book loss on debt extinguishment . . . . . . . . . . . . . . . . . . .
Foreign rate differential . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2021
2020
(21.0)%
15.5 %
3.0 %
0.7 %
0.3 %
(0.3)%
1.8 %
(0.0)%
(21.0)%
— %
13.4 %
— %
4.2 %
— %
3.4 %
— %
Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following:
(In thousands)
Non-current deferred tax assets:
Net operating losses . . . . . . . . . . . . . . . . . . . . . . . .
$
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock compensation . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . .
Net non-current deferred tax assets . . . . . . . . . . . .
Non-current deferred tax liabilities:
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . .
Net non-current deferred tax liability . . . . . . . . . .
Net non-current deferred tax asset (liability) . . . . . .
$
December 31,
2021
2020
$
21,153
241
2,161
450
24,005
(19,865)
4,140
(678)
(3,462)
(4,140)
$
—
19,863
241
1,711
156
21,971
(18,437)
3,534
—
(3,534)
(3,534)
—
A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be
realized. The Company has established a valuation allowance to offset net deferred tax assets as of December 31,
2021 and 2020, due to the uncertainty of realizing future tax benefits from its NOL carryforwards and other deferred
tax assets.
The valuation allowance increased by $1.4 million during the year ended December 31, 2021.
As of December 31, 2021, the Company had federal and California NOL carryovers of approximately $88.3
million and $23.8 million, respectively. Of the federal NOL, $20.7 million will begin to expire in 2034 and $106.3
million will carryforward indefinitely. The California NOL will begin to expire in 2033.
As of December 31, 2021, the Company had California research credit carryovers of approximately
$382,000. The California research credits carry forward indefinitely. The Company had no Federal research credit
carryovers.
Utilization of the domestic NOL and tax credit forwards may be subject to a substantial annual limitation due
to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal
Revenue Code Section 382, as well as similar state provisions. In general, an "ownership change," as defined by the
code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of
more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Any
144
limitation may result in expiration of all or a portion of the NOL or tax credit carryforwards before utilization. The
Company has previously reduced its federal and California R&D credit carryforwards by $1.4 million and $697,000,
respectively.
Enacted on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“the CARES Act”)
authorizes more than $2.0 trillion to battle COVID-19 and its economic effects, including immediate cash relief for
individual citizens, loan programs for small business, support for hospitals and other medical providers, and various
types of economic relief for impacted businesses and industries. The CARES Act does not have a material impact on
the Company’s financial results for the year ended December 31, 2021.
The Consolidated Appropriations Act, 2021 (the "Act") was enacted in the United States on December 27,
2020. The Act enhances and expands certain provisions of the CARES Act. The Act does not have a material impact
on the Company’s financial results for the year ended December 31, 2021.
Uncertain Tax Positions
The Company has adopted the provisions of ASC 740, “Income Taxes Related to Uncertain Tax Positions.”
Under these principals, tax positions are evaluated in a two-step process. The Company first determines whether it is
more-likely-than-not that a tax position will be sustained upon examination. If a tax position meets the more-likely-
than-not recognition threshold it is then measured to determine the amount of benefit to be recognized in the financial
statements. The tax position is measured as the largest amount of benefit that has a greater than 50 percent likelihood
of being realized upon ultimate settlement.
As of December 31, 2021, all unrecognized tax benefits were offset against deferred tax assets which are
subject to a full valuation allowance, and if recognized, will not affect the Company's tax rate.
The Company does not anticipate that the total amounts of unrecognized tax benefits will significantly
increase or decrease in the next 12 months.
The Company's policy is to include interest and penalties related to unrecognized tax benefits within its
provision for income taxes. Due to the Company's net operating loss position, the Company has not recorded an
accrual for interest or penalties related to uncertain tax positions for the years ended December 31, 2021 or 2020.
The following is a reconciliation of the beginning and ending amount of the Company’s total gross
unrecognized tax benefit liabilities:
(In thousands)
Gross Unrecognized Tax Benefit--Beginning Balance . . . . . . . . . . . . .
Increases Related to Tax Positions from Prior Years . . . . . . . . . . . . . .
Increases Related to Tax Positions Taken During the Current Year . .
Gross Unrecognized Tax Benefit--Ending Balance . . . . . . . . . . . . . . .
$
$
December 31,
2021
2020
77 $
—
—
77 $
77
—
—
77
15. Segment Data
The Company has two reportable segments-human health and animal health. The animal health segment is
focused on developing and commercializing prescription and non-prescription products for companion and production
animals. The human health segment is focused on developing and commercializing of human products and the
ongoing commercialization of Mytesi, which is approved by the U.S. FDA for the symptomatic relief of non-
infectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.
145
The Company’s reportable segments sales and net income consisted of:
(in thousands)
Revenue from external customers
Human Health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Animal Health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Totals . . . . . . . . . . . . . . . . . . . . . . . .
Segment net loss
Human Health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Animal Health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Totals . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
Year Ended
December 31,
2021
2020
4,273
62
4,335
(24,276)
(28,324)
(52,600)
$
$
$
$
9,309
76
9,385
(9,779)
(24,030)
(33,809)
The Company’s reportable segments assets consisted of the following:
(in thousands)
Segment assets
Human Health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Animal Health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2021
2020
$
$
42,250
115,580
157,830
$
$
34,201
79,760
113,961
The reconciliation of segments assets to the consolidated assets is as follows:
(in thousands)
Total assets for reportable segments . . . . . . . . . . . . .
Less: Investment in subsidiary . . . . . . . . . . . . . . . . . .
Less: Intercompany loan . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Totals . . . . . . . . . . . . . . . . . . . . . . . .
$
$
December 31,
2021
2020
157,830
(29,232)
(75,333)
53,265
$
$
113,961
(29,241)
(41,877)
42,843
16. Subsequent Events
Issuances under the December 2021 ATM Agreement
During January to March 2022, the Company issued an aggregate of 20,046,463 shares under the
December 2021 ATM Agreement for total net proceeds of $9.2 million.
Amendment to December 2021 ATM Agreement
On February 2, 2022, the Company entered into an amendment to the December 2021 ATM Agreement,
pursuant to which, the aggregate offering amount of the shares of the Company’s common stock which the Company
may sell and issue through Ladenburg, as the sales agent, was increased from $15.0 million to $75.0 million (the
“ATM Upsize”).
3a9 Exchange Agreements
On February 11, 2022, the Company entered into a privately-negotiated exchange agreement with Iliad,
pursuant to which, the Company issued 2,375,000 shares (“Exchange Shares”) of common stock in exchange for a
$1.7 million reduction (“Partitioned Royalty”) in the outstanding balance of the royalty interest held by Iliad in
relation to the October 2020 Purchase Agreement. The exchange will consist of Iliad surrendering the Partitioned
146
Royalty in exchange for the Exchange Shares, which will be free of any restrictive securities legend. Other than the
surrender of the Partitioned Royalty, no consideration of any kind whatsoever will be given by Iliad to the Company
in connection with the exchange agreement.
On March 2, 2022, the Company entered into another exchange agreement with Iliad, pursuant to which, the
Company issued 2,425,000 shares of common stock in exchange for a $1.1 million reduction in the outstanding
balance of the royalty interest held by Iliad in relation to the October 2020 Purchase Agreement. The exchange will
consist of Iliad surrendering the Partitioned Royalty in exchange for the Exchange Shares, which will be free of any
restrictive securities legend. Other than the surrender of the Partitioned Royalty, no consideration of any kind
whatsoever will be given by Iliad to the Company in connection with the exchange agreement.
On March 4, 2022, the Company entered into another exchange agreement with Iliad, pursuant to which, the
Company issued 2,000,000 shares of common stock in exchange for a $828,000 reduction in the outstanding balance
of the royalty interest held by Iliad in relation to the October 2020 Purchase Agreement. The exchange will consist of
Iliad surrendering the Partitioned Royalty in exchange for the Exchange Shares, which will be free of any restrictive
securities legend. Other than the surrender of the Partitioned Royalty, no consideration of any kind whatsoever will be
given by Iliad to the Company in connection with the exchange agreement.
On March 9, 2022, the Company entered into another exchange agreement with Iliad, pursuant to which, the
Company issued 1,850,000 shares of common stock in exchange for a $747,000 reduction in the outstanding balance
of the royalty interest held by Iliad in relation to the October 2020 Purchase Agreement. The exchange will consist of
Iliad surrendering the Partitioned Royalty in exchange for the Exchange Shares, which will be free of any restrictive
securities legend. Other than the surrender of the Partitioned Royalty, no consideration of any kind whatsoever will be
given by Iliad to the Company in connection with the exchange agreement.
Notice of Delisting
On February 17, 2022, the Company received a letter from the Staff of Nasdaq indicating that the bid price of
the Company’s common stock for the last 30 consecutive business days had closed below the minimum $1.00 per
share required for the continued listing under Nasdaq Listing Rule 5550(a)(2).
Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180 calendar day grace period,
or until August 16, 2022, to regain compliance with the minimum bid price requirement. The continued listing
standard will be met if the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10
consecutive business days during the 180 calendar day grace period. In order for Nasdaq to consider granting the
Company additional time beyond August 16, 2022, the Company would be required, among other things, to meet the
continued listing requirement for market value of publicly held shares as well as all other standards for initial listing
on Nasdaq, with the exception of the minimum bid price requirement. If measured today, the Company would qualify
for Nasdaq’s consideration of an extension because the Company currently has stockholders’ equity of at least $5.0
million. In the event the Company does not regain compliance with the $1.00 bid price requirement by August 16,
2022, eligibility for Nasdaq’s consideration of a second 180 day grace period would be determined on the Company’s
compliance with the above referenced criteria on August 16, 2022.
The Company is diligently working to evidence compliance with the minimum bid price requirement for
continued listing on Nasdaq; however, there can be no assurance that the Company will be able to regain compliance
or that Nasdaq will grant the Company a further extension of time to regain compliance, if necessary. If the Company
fails to regain compliance with the Nasdaq continued listing standards, its common stock will be subject to delisting
from Nasdaq.
147
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, Chief Executive Officer and Principal Financial and Accounting Officer, evaluated the
effectiveness of our disclosure controls and procedures as of December 31, 2021. The term "disclosure controls and
procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other
procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial
and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this
evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure
controls and procedures were effective at the reasonable assurance level as of December 31, 2021.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated
financial statements will not be prevented or detected and corrected on a timely basis. As previously reported in our
annual report on Form 10-K for the year ended December 31, 2020, management concluded that, as of such date, our
disclosure controls and procedures were not effective due to the existence of a material weakness in the design and
operating effectiveness of internal controls related to staff turnover in our accounting department and inadequate
internal technical staffing levels.
In connection with our preparation of our annual financial statements for the year ended December 31, 2019,
we identified a material weakness in our internal control over financial reporting related to staff turnover in our
accounting department. We did not maintain a sufficient complement of internal personnel with appropriate
knowledge, experience and/or training commensurate with our financial reporting requirements. We relied on outside
consulting technical experts and did not maintain adequate internal qualified personnel to properly supervise and
review the information provided by the outside consulting technical experts to ensure certain significant complex
transactions and technical matters were properly accounted for. In addition, we identified inadequate internal technical
staffing levels and expertise to properly supervise and review the information of the outside consulting technical
experts to properly apply ASC 815-40 for liability classification of certain warrants and ASC 470-50 and ASC 470-60
to properly reflect the accounting impact to multiple modifications of the Company’s debt instruments. In connection
with the preparation of our annual financial statements for the year ended December 31, 2020, we did not have
adequate policies and procedures in place to ensure the timely, effective review of assumptions used in measuring the
fair value of certain financial instruments. In addition, we did not have adequate policies and procedures in place to
ensure the timely, effective review of compliance with contractual covenants in certain financial instruments. As
discussed below in Remediation Efforts to Address Material Weaknesses, we believe these material weaknesses have
been remediated as of December 31, 2021.
148
Remediation Efforts to Address Material Weaknesses
To remediate the material weaknesses described above, management added controls to further enhance and
revise the design of the existing controls including:
• Established policies and procedures to ensure timely review, by qualified personnel, of assumptions used
in measuring fair value of certain financial instruments.
• Reassessed the design and operation of internal controls over financial reporting and review procedures
over the preparation of our financial statements.
• Hired permanent accounting personnel and used consultants to provide support during our quarterly and
annual preparation, review, and reporting of our financial statements.
• Maintained adequate internal qualified personnel to properly supervise and review the information
provided by the outside consulting technical experts to ensure certain significant complex transactions
and technical matters were properly accounted for.
Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rule 13a-15(f) and 15d-15(c) under the Exchange Act. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the
effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Under the
supervision and with the participation of our management, including our Chief Executive Officer and Principal
Financial and Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2021 using the criteria established in Internal Control-Integrated Framework
(“2013 Framework”) issued by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).
Based on our evaluation using those criteria, our management has concluded that, as of December 31, 2021, our
internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles for the reasons discussed above.
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting
firm on our internal control over financial reporting because we are an SRC and are not subject to auditor attestation
requirements under applicable SEC rules.
Changes in Internal Control over Financial Reporting
Other than the changes disclosed above regarding the remediation efforts to address the material weaknesses,
there were no changes in our internal control over financial reporting that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting during the year ended December 31, 2021.
ITEM 9B. OTHER INFORMATION
None.
149
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference from the Proxy Statement for the 2022
Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31,
2021.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the information under the captions
“Compensation of Directors and Executive Officers” contained in the Proxy Statement for the 2022 Annual Meeting
of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference from the information under the captions
“Security Ownership of Certain Beneficial Owners and Management” and “Compensation of Directors and Executive
Officers—Equity Compensation “contained in the Proxy Statement for the 2022 Annual Meeting of Stockholders to
be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is incorporated by reference from the information under the caption
“Proposal 1—Election of Directors—Director Independence” and “Certain Relationships and Related Transactions”
contained in the Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120
days of the fiscal year ended December 31, 2021.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference from the information under the caption
“Proposal 2—Ratification of the Appointment of Independent Registered Public Accounting Firm—Principal
Accountant Fees and Services” contained in the Proxy Statement for the 2022 Annual Meeting of Stockholders to be
filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
150
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit No.
Description
2.1 Agreement and Plan of Merger, dated as of March 31, 2017, by and among Jaguar Health, Inc.
(f/k/a Jaguar Animal Health, Inc.), Napo Acquisition Corporation, Napo Pharmaceuticals, Inc. and
Gregory Stock (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of
Jaguar Health, Inc. filed March 31, 2017, File No. 001-36714).
3.1 Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1
to the Current Report on Form 8-K (No. 001-36714) filed with the Securities and Exchange
Commission on August 1, 2017).
3.2 Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 9, 2018).
3.3 Certificate of Second Amendment of the Third Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 1, 2018).
3.4 Certificate of Third Amendment of the Third Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 1, 2018).
3.5 Certificate of Fifth Amendment of the Third Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 6, 2019).
3.6 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on
Form 8-K (No. 001-36714) filed with the Securities and Exchange Commission on May 18, 2015).
3.7 Certificate of Designation of Series C Perpetual Preferred Stock (incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K (No. 001-036714) filed with the Securities and
Exchange Commission on September 2, 2020).
Certificate of Designation of Series D Perpetual Preferred Stock (incorporated by reference to
Exhibit 3.2 to the Current Report on Form 8-K (No. 001-036714) filed with the Securities and
Exchange Commission on September 2, 2020).
3.8
3.9 Certificate of Retirement of Series A Convertible Participating Preferred Stock, Series B
Convertible Preferred Stock and Series B-1 Convertible Preferred Stock of Jaguar Health, Inc.
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (No. 001-036714)
filed with the Securities and Exchange Commission on September 9, 2020)
3.10 Corrected Certificate of Amendment of the Third Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed
December 10, 2020, File No. 001-36714).
3.11 Certificate of Fifth Amendment of the Third Amended and Restated Certificate of Incorporation of
Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc.
filed September 3, 2021, File No. 001-36714).
4.1 Specimen Non-Voting Common Stock Certificate of Jaguar Health, Inc. (incorporated by reference
to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed August 1, 2017, File No. 001-36714).
4.2 Common Stock Warrant, dated August 28, 2018, by and between Jaguar Health, Inc. and the
holder named therein (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed
on September 4, 2018).
4.3 Common Stock Warrant, dated September 11, 2018, by and between Jaguar Health, Inc. and L2
Capital, LLC (incorporated by reference to Ex. 4.3 to the Current Report on Form 8-K filed on
September 12, 2018).
4.4 Common Stock Warrant, dated September 11, 2018, by and between Jaguar Health, Inc. and
Charles Conte (incorporated by reference to Ex. 4.4 to the Current Report on Form 8-K filed on
September 12, 2018).
4.5 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.6 to the Registration
Statement on Form S-1 (No. 333-227292) filed with the Securities and Exchange Commission on
October 1, 2018).
151
Exhibit No.
Description
4.6
4.7
4.8
Form of Common Stock Warrant (incorporated by reference to Exhibit 4.3 to the Form 8-K of
Jaguar Health, Inc. filed March 22, 2019).
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of
Jaguar Health, Inc. filed March 26, 2019).
Form of LOC Common Stock Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K
of Jaguar Health, Inc. filed April 4, 2019, File No. 001-36714).
4.9 Specimen Common Stock Certificate of Jaguar Health, Inc. (incorporated by reference to
Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed June 1, 2018, File No. 001-36714).
4.10 Form of Series 1 Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar
Health, Inc. filed July 23, 2019, File No. 001-36714).
4.11 Form of Series 2 Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar
Health, Inc. filed July 23, 2019, File No. 001-36714).
4.12 Promissory Note, dated October 1, 2019, between Napo Pharmaceuticals, Inc. and Michael
Tempesta (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed
October 7, 2019, File No. 001-36714).
4.13 Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to
the Form 8-K of Jaguar Health, Inc. filed November 14, 2019, File No. 001-36714).
4.14 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the
Form 8-K of Jaguar Health, Inc. filed December 26, 2019, File No. 001-36714).
4.15 Royalty Interest, dated March 4, 2020, by and between the Company and Iliad Research and
Trading L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed
March 6, 2020, File No. 001-36714).
4.16 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities
Exchange Act of 1945, as amended (incorporated herein by reference to Exhibit 4.26 to the Annual
Report on Form 10-K filed on April 3, 2020).
4.17 Form of Series 3 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the
Form 8-K of Jaguar health, Inc. filed May 22, 2020).
4.18 Global Amendment, dated September 1, 2020, by and among Jaguar Health, Inc., Napo
Pharmaceuticals, Inc. and Chicago Ventures, L.P. (incorporated by reference to Exhibit 4.1 to the
Form 8-K of Jaguar health, Inc. filed September 2, 2020).
4.19 Royalty Interest, dated October 8, 2020, by and between Jaguar Health, Inc. and Iliad Research and
Trading, L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed
October 9, 2020).
4.20 Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to
the Form 8-K of Jaguar health, Inc. filed October 9, 2020).
4.21 Royalty Interest, dated December 22, 2020, by and between Jaguar Health, Inc. and Irving Park
Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K filed December 29, 2020,
File No. 001-36714).
4.22 Secured Promissory Note, dated January 19, 2021, by and among Jaguar Health, Inc., Napo
Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.1 to
the Form 8-K filed January 22, 2021, File No. 001-36714).
4.23 Common Stock Purchase Warrant, dated April 7, 2021, by and between Jaguar Health, Inc. and
Oasis Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health,
Inc. filed April 8, 2021, File No. 001-36714).
10.1‡ Form of Indemnification Agreement by and between Jaguar Health, Inc. and its directors and
officers (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1
(No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
152
Exhibit No.
Description
10.2‡ Form of Notice of Grant of Stock Option and Stock Option Agreement under the 2014 Stock
Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registration Statement on
Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27,
2014).
10.3‡ Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under the 2014 Stock
Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on
Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27,
2014).
10.4‡ Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement under the
2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registration Statement
on Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27,
2014).
10.5‡ Offer Letter by and between Jaguar Health, Inc. and Lisa A. Conte, dated March 1, 2014
(incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1
(No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
10.6‡ Offer Letter by and between Jaguar Health, Inc. and Steven R. King, Ph.D., dated February 28,
2014 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1
(No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
10.7† Formulation Development and Manufacturing Agreement between Jaguar Health, Inc. and Patheon
Pharmaceuticals Inc., dated October 8, 2015 (incorporated by reference to Exhibit 10.30 to the
Registration Statement on Form S-1 (No. 333-208905) filed with the Securities and Exchange
Commission on January 7, 2016).
10.8 Common Stock Warrant issued pursuant to the Letter Agreement, dated November 8, 2016,
between Jaguar Health, Inc. and Serious Change II LP, which expires July 28, 2022 (incorporated
herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 001-36714) filed on
November 14, 2016).
10.9 Distribution Agreement, dated December 9, 2016, by and between Jaguar Health, Inc. and Henry
Schein, Inc. (incorporated herein by reference to Exhibit 10.41 to the Annual Report on Form 10-K
filed on February 15, 2017).
10.10 Alliance Agreement, dated May 23, 2005, by and among AsiaPharm Investment Limited and its
Affiliates, including Shandong Luye Pharmaceuticals Co. Ltd., and Napo Pharmaceuticals, Inc.
(incorporated herein by reference to Exhibit 10.61 to the Registration Statement on Form S-4/A
filed May 26, 2017 (No. 333-217364)).
10.11† Finder’s Agreement, dated April 9, 2010, by and among Luye Pharma Group Limited and its
Affiliates, including Shandong Luye Pharmaceuticals Co. Ltd., and Napo Pharmaceuticals, Inc.
(incorporated herein by reference to Exhibit 10.62 to the Registration Statement on Form S-4/A
filed May 26, 2017 (No. 333-217364)).
10.12† License Agreement, dated February 28, 2007, by and between Insmed Incorporated and Napo
Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.77 to the Registration
Statement on Form S-4/A filed May 26, 2017 (No. 333-217364)).
10.13† Amendment, Waiver & Consent, dated June 27, 2017, by and among Jaguar Health, Inc.,
Nantucket Investments Limited, and Napo Pharmaceuticals, Inc. (incorporated by reference to Ex.
10.83 of the Company’s Registration Statement on Form S-4 (Registration No. 333-217364) filed
on July 5, 2017).
10.14† Termination, Asset Transfer and Transition Agreement, dated September 22, 2017, by and between
Napo Pharmaceuticals, Inc. and Glenmark Pharmaceuticals, Ltd. (incorporated by reference to Ex.
10.8 to the Quarterly Report on Form 10-Q filed on November 20, 2017)
10.15 Registration Rights Agreement, dated March 23, 2018, by and between Jaguar Health, Inc. and
Sagard Capital Partners, L.P. (incorporated by reference to Ex. 10.2 to the Current Report on
Form 8-K filed on March 27, 2018).
10.16 Registration Rights Agreement, dated September 11, 2018, by and between Jaguar Health, Inc. and
L2 Capital, LLC (incorporated by reference to Ex. 10.3 to the Current Report on Form 8-K filed on
September 12, 2018).
153
Exhibit No.
Description
10.17 Registration Rights Agreement, dated September 11, 2018, by and between Jaguar Health, Inc. and
Charles Conte (incorporated by reference to Ex. 10.4 to the Current Report on Form 8-K filed on
September 12, 2018).
10.18 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K
10.19
10.20
10.21
10.22#
10.23
10.24
10.25
10.26#
10.27
10.28
10.29
10.30
10.31
10.32‡
of Jaguar Health, Inc. filed March 22, 2019).
Letter of Credit Cancellation & Warrant Issuance Agreement, dated March 29, 2019, by and
between Jaguar Health, Inc. and the letter of credit beneficiary named therein (incorporated by
reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed April 4, 2019).
Amendment No. 1 to Registration Rights Agreement, dated May 30, 2019, by and between Jaguar
Health, Inc. and Sagard Capital Partners, L.P. (incorporated by reference to Exhibit 10.120 to the
Registration Statement on Form S-1 (No. 333-233989) filed with the Securities and Exchange
Commission on September 27, 2019).
Form of Amendment Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K of
Jaguar Health, Inc. filed July 5, 2019, File No. 001-36714).
Master Services Agreement, dated June 24, 2019, by and among Napo Pharmaceuticals, Inc.,
Integrium, LLC, and POC Capital, LLC (incorporated by reference to Exhibit 10.24 to the
Form 10-K of Jaguar Health, Inc. filed on March 31, 2021, File No. 001-36714).
Form of Exchange Agreement, between Jaguar Health, Inc. and Chicago Venture Partners,
L.P. (incorporated by reference to Exhibit 10.6 to the Form 10-Q of Jaguar Health, Inc. filed on
August 14, 2019, File No. 001-36714).
Form of Warrant Agency Agreement between Jaguar Health, Inc. and American Stock Transfer &
Trust Company, LLC (incorporated by reference to Exhibit 10.117 to the Form S-1/A of Jaguar
Health, Inc. filed on July 15, 2019, File No. 333-231399).
License Termination and Settlement Termination Agreement, dated October 1, 2019, by and
among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Michael Tempesta (incorporated by
reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed October 7, 2019, File
No. 001-36714).
Securities Purchase Agreement, dated November 13, 2019, by and between Jaguar Health, Inc. and
the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar
Health, Inc. filed November 14, 2019, File No. 001-36714).
Securities Purchase Agreement, dated December 20, 2019, by and between Jaguar Health, Inc. and
the investors named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar
Health, Inc. filed December 26, 2019, File No. 001-36714).
Form of Warrant Exercise Agreement by and between Jaguar Health, Inc. and the Holder named
therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed February 28, 2020, File
No. 001-36714).
Securities Purchase Agreement, dated March 23, 2020, by and between Jaguar Health, Inc. and the
investors named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed March 26,
2020, File No. 001-36714).
Equity Purchase Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and Oasis
Capital, LLC (incorporated by reference to Exhibit 10.4 to the Form 8-K filed March 26, 2020, File
No. 001-36714).
Registration Rights Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and
Oasis Capital, LLC (incorporated by reference to Exhibit 10.5 to the Form 8-K filed March 26,
2020, File No. 001-36714).
Jaguar Health, Inc. 2014 Stock Incentive Plan as amended and restated effective October 1, 2019
(incorporated by reference to Exhibit 10.101 to the Form 10-K of Jaguar Health, Inc. filed April 3,
2020, File No. 001 36714).
154
Exhibit No.
10.33
10.34
10.35
10.36
10.37‡
10.38‡
10.39‡
10.40
10.41
10.42‡
10.43
10.44
10.45
10.46
10.47
10.48
10.49
Description
Purchase Agreement, dated April 15, 2020, by and between Napo Pharmaceuticals, Inc. and Atlas
Sciences, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 16, 2020,
File No. 001-36714).
License Agreement, dated April 15, 2020, by and between Jaguar Health, Inc. and Atlas Sciences,
LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 16, 2020, File
No. 001-36714).
Purchase Agreement, dated May 12, 2020, by and among Jaguar Health, Inc., Napo
Pharmaceuticals, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10,1 to the
Form 8-K filed May 21, 2020, File No. 001-36714).
Assignment Agreement, dated May 12, 2020, by and between Napo Pharmaceuticals, Inc. and
Oasis Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed May 21, 2020,
File No. 001-36714).
Jaguar Health, Inc. New Employee Inducement Award Plan (incorporated by reference to Exhibit
10.1 to the Form 8-K filed June 19, 2020, File No. 001-36714).
Form of Notice of Grant of Stock Option and Stock Option Agreement under Jaguar Health, Inc.
New Employee Inducement Award Plan (incorporated by reference to Exhibit 10.2 to the
Form 8-K filed June 19, 2020, File No. 001-36714).
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement under the
Jaguar Health, Inc. New Employee Inducement Award Plan (incorporated by reference to Exhibit
10.3 to the Form 8-K filed June 19, 2020, File No. 001-36714).
Securities Purchase Agreement, dated March 4, 2020, by and between Jaguar Health, Inc. and Iliad
Research and Trading, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed
March 6, 2020, File No. 001-36714).
First Amendment to Royalty Interest Purchase Agreement and Related Documents, dated July 10,
2020, between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference
to Exhibit 10.1 to the Form 8-K filed July 14, 2020, File No. 001-36714).
Form of Severance and Change of Control Agreement (incorporated by reference to Exhibit 10.11
to the Form 10-Q filed August 13, 2020 File No. 001-36714).
First Amendment to Purchase Agreement, dated June 26, 2020, by and among Jaguar Health, Inc.,
Napo Pharmaceuticals, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.12 to
the Form 10-Q filed August 13, 2020 File No. 001-36714).
First Amendment to Assignment Agreement, dated June 26, 2020, by and between Napo
Pharmaceuticals, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.13 to the
Form 10-Q filed August 13, 2020 File No. 001-36714).
Exchange Agreement, dated September 1, 2020, by and between Jaguar Health, Inc. and Iliad
Research and Trading, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed
September 2, 2020, File No. 001-36714).
Stock Plan Agreement for Payment of Consulting Services, dated September 1, 2020, by and
among Jaguar Health, Inc., Sagard Capital Partners Management Corp. and Sagard Capital
Partners, L.P. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed September 2, 2020,
File No. 001-36714).
Stock Plan Agreement, dated October 6, 2020, by and between Jaguar Health, Inc. and PoC
Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 7, 2020,
File No. 001-36714).
Fee Settlement Agreement dated October 7, 2020, by and between Jaguar Health, Inc. and Atlas
Sciences, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 9, 2020,
File No. 001-36714).
Royalty Interest Purchase Agreement, dated October 8, 2020, by and between Jaguar Health, Inc.
and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8-K
filed October 9, 2020, File No. 001-36714).
155
Exhibit No.
10.50
10.51#
10.52
10.53#
10.54
10.55
Description
Exchange Agreement, dated October 8, 2020, by and between Jaguar Health, Inc. and Iliad
Research and Trading, L.P. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed
October 9, 2020, File No. 001-36714).
Office Sublease Agreement, dated August 31, 2020, by and between Jaguar Health, Inc. and
Peacock Construction, Inc. (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed
November 16, 2020, File No. 001-36714).
Consent to Sublease Agreement, dated August 31, 2020, by and among M&E, LLC, Jaguar Health,
Inc. and Peacock Construction, Inc. (incorporated by reference to Exhibit 10.5 to the Form 10-Q
filed November 16, 2020, File No. 001-36714).
Manufacturing and Supply Agreement, dated September 3, 2020, by and between Glenmark Life
Sciences Limited and Napo Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.6 to the
Form 10-Q filed November 16, 2020, File No. 001-36714).
Securities Purchase Agreement, dated December 22, 2020, by and between Jaguar Health, Inc. and
Irving Park Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed
December 29, 2020, File No. 001-36714).
Note Purchase Agreement, dated January 19, 2021, by and among Jaguar Health, Inc., Napo
Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed January 22, 2021, File No. 001-36714).
10.56 Security Agreement, dated January 19, 2021, by and between Napo Pharmaceuticals, Inc. and
Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed
January 22, 2021, File No. 001-36714).
10.57# Master Services Agreement, dated October 5, 2020, by and between Napo Pharmaceuticals, Inc.
and Integrium, LLC (incorporated by reference to Exhibit 10.67 to the Form 10-K filed March 31,
2021, File No. 001-36714.
10.58 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the
Form 8-K of Jaguar Health, Inc. filed January 14, 2021, File No. 001-36714).
10.59# Office Lease Agreement, dated March 25, 2021, by and between Jaguar Health, Inc. and M & E
LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed
April 8, 2021, File No. 001-36714).
10.60 First Amendment to the Equity Purchase Agreement, dated April 7, 2021, by and between Jaguar
Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K of
Jaguar Health, Inc. filed April 8, 2021, File No. 001-36714).
10.61 Registration Rights Agreement, dated April 7, 2021, by and between Jaguar Health, Inc. and Oasis
Capital, LLC (incorporated by reference to Exhibit 10.3 to the Form 8-K of Jaguar Health, Inc.
filed April 8, 2021, File No. 001-36714).
10.62 Form of Securities Purchase Agreement, dated April 29, 2021 (incorporated by reference to
Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed April 30, 2021, File No. 001-36714).
10.63# Subscription Agreement, dated June 1, 2021, by and among Dragon SPAC S.p.A., Napo
Pharmaceuticals, Inc. and Joshua Mailman (incorporated by reference to Exhibit 10.1 to the
Form 8-K of Jaguar Health, Inc. filed June 4, 2021, File No. 001-36714).
10.64# License Agreement, dated August 18, 2021, by and between Napo Pharmaceuticals, Inc. and Napo
EU S.p.A. (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed
August 24, 2021, File No. 001-36714).
10.65 Securities Purchase Agreement, dated September 13, 2021, by and between Jaguar Health, Inc. and
the investors named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar
Health, Inc. filed September 17, 2021, File No. 001-36714).
10.66 At The Market Offering Agreement, dated December 10, 2021, by and between Jaguar Health, Inc.
and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K of
Jaguar Health, Inc. filed December 10, 2021, File No. 001-36714).
10.67 First Amendment to the At the Market Offering Agreement, dated February 2, 2022, by and
between Jaguar Health, Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed February 2, 2022, File No. 001-36714).
156
Exhibit No.
Description
16.1 Letter from Mayer Hoffman McCann P.C., dated November 23, 2021 (incorporated by reference to
Exhibit 16.1 to the Form 8-K of Jaguar Health, Inc. filed November 23, 2021, File No. 001-36714).
21.1* Subsidiaries of the Registrant.
23.1* Consent of RBSM LLP, Independent Registered Public Accounting Firm.
23.2* Consent of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm.
31.1* Principal Executive Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2* Principal Financial Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1** Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002).
32.2** Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002).
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications
furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or deemed to be
incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent
that the registrant specifically incorporates it by reference.
† Confidential treatment granted as to portions of the exhibit. Confidential materials omitted and filed separately with
the Securities and Exchange Commission.
‡ Management contract or compensatory plan or arrangement.
# Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K promulgated under the Securities
Act because the information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
157
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
JAGUAR HEALTH, INC.
By:
/s/ LISA A. CONTE
Lisa A. Conte
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Lisa A. Conte and Carol Lizak, jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and
to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed
by the following persons in the capacities and on the date indicated.
Signature
Title
Date
/s/ LISA A. CONTE
Lisa A. Conte
/s/ CAROL LIZAK
Carol Lizak
Chief Executive Officer, President and Director
(Principal Executive Officer)
March 11, 2022
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
March 11, 2022
/s/ JAMES J. BOCHNOWSKI
Chairman of the Board
March 11, 2022
James J. Bochnowski
/s/ JOHN MICEK III
John Micek III
Director
March 11, 2022
/s/ JONATHAN B. SIEGEL
Director
March 11, 2022
Jonathan B. Siegel
/s/ GREG J. DIVIS
Greg J. Divis
Director
March 11, 2022
158
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in Jaguar Health, Inc.’s Registrations Statements as
follows:
(1) Registration Statements on Form S-1 (File Nos. 333-236016, 333-232082, 333-231399,
333-232078, 333-232715, 333-233989 and No. 333-237587); and
(2) Registration Statements on Form S-3 (File Nos. 333-238992, 333-248763, 333-220236,
333-255154, 333-256634 and 333-261283); and
(3) Registration Statements on Form S-8 (File Nos. 333-204280, 333-215303, 333-219939,
333-225057, 333-237816, 333-256626 and 333-256629);
of our report dated March 11, 2022, with respect to our audit of the consolidated financial
statements of Jaguar Health, Inc., as of December 31, 2021 and for the year ended December 31,
2021, which report is included in this Annual Report on Form 10-K of Jaguar Health, Inc., for the
year ended December 31, 2021.
/s/ RBSM LLP
Larkspur, California
March 11, 2022
Exhibit 31.1
PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002
I, Lisa A. Conte, certify that:
1. I have reviewed this annual report on Form 10 - K of Jaguar Health, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrant’s internal control over financial reporting.
Date: March 11, 2022
/s/ LISA A. CONTE
Lisa A. Conte
Chief Executive Officer and President
(Principal Executive Officer)
Exhibit 31.2
PRINCIPAL FINANCIAL OFFICER’S CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002
I, Carol Lizak, certify that:
1. I have reviewed this annual report on Form 10 - K of Jaguar Health, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrant’s internal control over financial reporting.
Date: March 11, 2022
/s/ CAROL LIZAK
Carol Lizak
Principal Financial and Accounting Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002
Exhibit 32.1
In connection with the annual report of Jaguar Health, Inc. (the “Company”) on Form 10 - K for the year ended
December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the
undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes - Oxley Act of 2002, that, to such officer’s knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: March 11, 2022
/s/ LISA A. CONTE
Lisa A. Conte
Chief Executive Officer and President
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002
Exhibit 32.2
In connection with the annual report of Jaguar Health, Inc. (the “Company”) on Form 10 - K for the year ended
December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the
undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes - Oxley Act of 2002, that, to such officer’s knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: March 11, 2022
/s/ CAROL LIZAK
Carol. Lizak
Principal Financial and Accounting Officer