Jaguar Health, Inc. [JAGX] Filings

10-Q 1 jagx-20240630x10q.htm 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36714

JAGUAR HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware		46-2956775
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

200 Pine Street, Suite 400

San Francisco, California 94104

(Address of principal executive offices, zip code)

(415) 371-8300

(Registrant’s telephone number, including area code)

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 (§232.405 of this chapter) 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 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 a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common stock, Par Value $0.0001 Per Share	JAGX	The NASDAQ Capital Market

As of August 13, 2024, there were (i) 9,241,231 shares of voting common stock, par value $0.0001 per share, outstanding, and (ii) no shares of non-voting common stock, par value $0.0001 per share, outstanding.

Table of Contents


	Page No.
PART I. — FINANCIAL INFORMATION	1
Item 1. Condensed Consolidated Financial Statements	1
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements Of Operations	2
Condensed Consolidated Statements of Comprehensive Losses	3
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	8
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	54
Item 3. Quantitative and Qualitative Disclosures About Market Risk	69
Item 4. Controls and Procedures	69
PART II. — OTHER INFORMATION	71
Item 1. Legal Proceedings	71
Item 1A. Risk Factors	71
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	72
Item 3. Defaults Upon Senior Securities	72
Item 4. Mine Safety Disclosures	72
Item 5. Other Information	72
Item 6. Exhibits	73
SIGNATURE	74

Table of Contents

PART I. — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

JAGUAR HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,
(In thousands, except share and per share data)	2024		2023
	(unaudited)
Assets
Current assets:
Cash	$	16,049	$	6,469
Accounts receivable, net		1,299		1,967
Other receivable		65		217
Inventory		9,556		9,189
Prepaid expenses and other current assets		13,142		10,121
Total current assets		40,111		27,963
Property and equipment, net		488		496
Operating lease - right-of-use asset		1,176		1,176
Intangible assets, net		19,408		20,116
Other assets		276		1,012
Total assets	$	61,459	$	50,763

Liabilities, Redeemable preferred stock, and Stockholders' equity
Current liabilities:
Accounts payable	$	4,093	$	4,974
Accrued liabilities		3,339		3,798
Deferred revenue		170		—
Operating lease liability, current		416		348
Notes payable, net of discount (includes note designated at Fair Value Option amounting to $10.5 million as of June 30, 2024, and $0 December 31, 2023, respectively)		11,115		4,867
Total current liabilities		19,133		13,987
Operating lease liability, net of current portion		812		886
Deferred revenue - long term		638		—
Notes payable, net of discount, net of current portion (includes notes designated at Fair Value Option amounting to $21.8 million as of June 30, 2024, and $31.0 million December 31, 2023, respectively)		21,813		30,993
Total liabilities		42,396		45,866

Commitments and contingencies (See Note 6)
Redeemable preferred stock: $0.0001 par value; 179 and 0 shares designated from 10,000,000 preferred stock authorized at June 30, 2024, and December 31, 2023; 99 and 0 shares issued and outstanding at June 30, 2024 and December 31, 2023		2,485		—

Stockholders' equity
Series G convertible preferred stock: $0.0001 par value; 137 and 137 shares designated from 10,000,000 preferred stock authorized at June 30, 2024, and December 31, 2023; 0 and 122 shares issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Series H convertible preferred stock: $0.0001 par value; 105 and 105 shares designated from 10,000,000 preferred stock authorized at June 30, 2024, and December 31, 2023; zero shares issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Series I convertible preferred stock: $0.0001 par value; 118 and 118 shares designated from 10,000,000 preferred stock authorized at June 30, 2024, and December 31, 2023; 0 and 56 shares issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Common stock - voting: $0.0001 par value, 298,000,000 shares authorized at June 30, 2024, and December 31, 2023; 7,827,609 and 1,223,553 issued and outstanding at June 30, 2024, and December 31, 2023		—		—
Common stock - non-voting: $0.0001 par value, 50,000,000 shares authorized at June 30, 2024, and December 31, 2023; 9 shares issued and outstanding at June 30, 2024, and December 31, 2023		—		—
Additional paid-in capital		344,155		313,861
Non-controlling interest		(328)		(64)
Accumulated deficit		(326,707)		(308,248)
Accumulated other comprehensive loss		(542)		(652)
Total stockholders' equity		16,578		4,897
Total liabilities, redeemable preferred stock and stockholders' equity	$	61,459	$	50,763

See accompanying notes to these unaudited condensed consolidated financial statements.

Table of Contents

JAGUAR HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands, except share and per share data)	2024		2023		2024		2023
Product revenue, net	$	2,721	$	2,676	$	5,072	$	4,648
Operating expenses
Cost of product revenue		427		491		857		836
Research and development		3,653		4,277		7,965		9,052
Sales and marketing		1,524		1,573		2,967		3,457
General and administrative		4,314		4,437		8,695		9,250
Total operating expenses		9,918		10,778		20,484		22,595
Loss from operations		(7,197)		(8,102)		(15,412)		(17,947)
Interest income (expense)		108		(3,453)		(503)		(5,634)
Changes in fair value of freestanding and hybrid financial instruments designated at Fair Value Option		(1,810)		(762)		(3,831)		(1,121)
Gain on extinguishment of debt		—		—		1,245		—
Other income (expense)		(729)		26		(495)		14
Loss before income tax expense		(9,628)		(12,291)		(18,996)		(24,688)
Income tax expense		—		—		—		—
Net loss	$	(9,628)	$	(12,291)	$	(18,996)	$	(24,688)
Net loss attributable to noncontrolling interest	$	(136)	$	(141)	$	(278)	$	(336)
Net loss attributable to common stockholders	$	(9,492)	$	(12,150)	$	(18,718)	$	(24,352)
Net loss per share, basic	$	(4.04)	$	(41.35)	$	(15.93)	$	(128.12)
Net loss per share, diluted	$	(4.04)	$	(41.35)	$	(15.93)	$	(128.12)
Weighted-average common stock outstanding, basic		2,349,431		293,858		1,174,716		190,073
Weighted-average common stock outstanding, diluted		2,349,431		293,858		1,174,716		190,073

See accompanying notes to these unaudited condensed consolidated financial statements.

Table of Contents

JAGUAR HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSES

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands, except share and per share data)	2024		2023		2024		2023
Net loss	$	(9,628)	$	(12,291)	$	(18,996)	$	(24,688)
Other comprehensive income (loss)		(94)		183		124		(49)
Net comprehensive loss	$	(9,722)	$	(12,108)	$	(18,872)	$	(24,737)
Common stockholders:
Net loss attributable to common stockholders	$	(9,492)	$	(12,150)	$	(18,718)	$	(24,352)
Other comprehensive income (loss) attributable to common stockholders
Translation adjustments		(82)		161		110		(43)
Net comprehensive loss attributable to common stockholders	$	(9,574)	$	(11,989)	$	(18,608)	$	(24,395)
Non-controlling interests:
Net loss attributable to non-controlling interests	$	(136)	$	(141)	$	(278)	$	(336)
Other comprehensive income (loss) attributable to non-controlling interests
Translation adjustments		(12)		22		14		(6)
Net comprehensive loss attributable to non-controlling interests	$	(148)	$	(119)	$	(264)	$	(342)

See accompanying notes to these unaudited condensed consolidated financial statements.

Table of Contents

JAGUAR HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(Unaudited)


	Redeemable preferred stock			Series G Convertible preferred stock			Series I Convertible preferred stock			Common Stock - voting			Common Stock - non-voting			Additional		Noncontrolling		Accumulated		Accumulated other comprehensive		Total Stockholders'
(In thousands, except share data)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		paid-in capital		interest		deficit		loss		Equity
Balances as of March 31, 2024	99	$	2,485	—	$	—	—	$	—	4,557,991	$	—	9	$	—	$	329,674	$	(180)	$	(317,215)	$	(460)	$	11,819
Common stock issued in At the Market offering, net of issuance and offering costs of $67	—		—	—		—	—		—	2,829,987		—	—		—		12,668		—		—		—		12,668
Common shares issued to Iliad in exchange of notes payable and accrued interest	—		—	—		—	—		—	393,700		—	—		—		1,421		—		—		—		1,421
Common stock issued to Irving in exchange of notes payable and accrued interest	—		—	—		—	—		—	—		—	—		—		—		—		—		—		—
Common stock issued upon exercise of restricted stock units	—		—	—		—	—		—	—		—	—		—		—		—		—		—		—
Common stock issued to third party for services	—		—	—		—	—		—	45,719		—	—		—		9		—		—		—		9
RSUs issued	—		—	—		—	—		—	212		—	—		—		—		—		—		—		—
Warrants issued in PIPE financing	—		—	—		—	—		—	—		—	—		—		—		—		—		—		—
Warrants issued to Irving in exchange of Standstill	—		—	—		—	—		—	—		—	—		—		—		—		—		—		—
Warrants issued to Iliad in exchange of Standstill	—		—	—		—	—		—	—		—	—		—		—		—		—		—		—
Stock-based compensation	—		—	—		—	—		—	—		—	—		—		383		—		—		—		383
Net loss	—		—	—		—	—		—	—		—	—		—		—		(136)		(9,492)		—		(9,628)
Translation loss	—		—	—		—	—		—	—		—	—		—		—		(12)		—		(82)		(94)
Balances as of June 30, 2024	99	$	2,485	—	$	—	—	$	—	7,827,609	$	—	9	$	—	$	344,155	$	(328)	$	(326,707)	$	(542)	$	16,578

See accompanying notes to these unaudited condensed consolidated financial statements.

Table of Contents

JAGUAR HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(Unaudited)


	Redeemable preferred stock			Series G Convertible preferred stock			Series I Convertible preferred stock			Common Stock - voting			Common Stock - non-voting			Additional		Noncontrolling		Accumulated		Accumulated other comprehensive		Total Stockholders'
(In thousands, except share data)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		paid-in capital		interest		deficit		loss		Equity
Balances as of March 31, 2023	—	$	—	—	$	—	—	$	—	236,262	$	—	9	$	—	$	287,384	$	310	$	(279,150)	$	(884)	$	7,660
Preferred stock issued in PIPE financing, net of issuance and offering costs of $12	—		—	137		—	—		—	—		—	—		—		612		—		—		—		612
Preferred stock issued to Streeterville in exchange for notes payable and accrued interest	—		—	—		—	—		—	—		—	—		—		1,730		—		—		—		1,730
Preferred stock issued to Irving in exchange for notes payable and accrued interest	—		—	—		—	—		—	—		—	—		—		758		—		—		—		758
Common stock issued in At the Market offering, net of issuance and offering costs of $147	—		—	—		—	—		—	50,325		—	—		—		1,553		—		—		—		1,553
Common stock issued to Irving in exchange for notes payable and accrued interest	—		—	—		—	—		—	31,811		—	—		—

Jaguar Health, Inc. [JAGX] Filings
10-Q	[2024-08-13]
10-Q	[2024-05-14]
10-K	[2024-04-01]
10-Q	[2023-11-14]
10-Q	[2023-08-14]
10-Q	[2023-05-15]
10-K	[2023-03-24]
10-Q	[2022-11-14]
10-Q	[2022-08-22]
10-Q	[2022-05-10]
10-K	[2022-03-11]
10-Q	[2021-11-17]
10-Q	[2021-08-13]
10-Q	[2021-05-17]
10-K	[2021-03-31]
10-Q	[2020-11-16]
10-Q	[2020-08-13]
10-Q	[2020-05-15]
S-1	[2020-04-06]
10-K	[2020-04-03]
S-1	[2020-01-22]
10-Q	[2019-11-14]
S-1	[2019-09-27]
10-Q	[2019-08-14]
S-1	[2019-06-12]
S-1	[2019-06-12]
10-Q	[2019-05-21]
S-1	[2019-05-10]
10-K	[2019-04-10]
10-Q	[2018-11-19]
S-1	[2018-09-12]
10-Q	[2018-08-13]
10-Q	[2018-05-15]
10-K	[2018-04-09]
10-Q	[2017-11-20]
10-Q	[2017-08-09]
10-Q	[2017-05-15]
10-K	[2017-02-15]
S-1	[2016-12-07]
10-Q	[2016-11-14]
S-1	[2016-09-22]
10-Q	[2016-08-15]
S-1	[2016-06-22]
10-Q	[2016-05-10]
10-K	[2016-03-29]
S-1	[2016-01-07]
10-Q	[2015-11-13]
10-Q	[2015-08-13]
10-Q	[2015-06-26]
S-1	[2014-08-27]