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Stock Incentive Plans
3 Months Ended
Mar. 31, 2020
Stock Incentive Plans  
Stock Incentive Plans

11. Stock Incentive Plans

2013 Equity Incentive Plan

Effective November 1, 2013, the Company's board of directors and sole stockholder adopted the Jaguar Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company's board of directors to grant stock options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of the Company. Following the effective date of the IPO and after effectiveness of any grants under the 2013 Plan that were contingent on the IPO, no additional stock awards will be granted under the 2013 Plan. Outstanding grants continue to be exercisable; however, any unissued shares under the plan and any forfeitures of outstanding options do not rollover to the 2014 Stock Incentive Plan. As of March 31, 2020, there were 384 options outstanding.

2014 Stock Incentive Plan

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

As of March 31, 2020, there were 4,508,021 options outstanding and 160,697 options available for grant.

Stock Options and Restricted Stock Units (“RSUs”)

The following table summarizes incentive plan activity for the three months ended March 31, 2020

 (unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

Weighted Average

 

 

 

 

 

Shares

 

Stock

 

 

 

Average

 

Remaining

 

Aggregate

 

 

Available

 

Options

 

RSUs

 

Stock Option

 

Contractual Life

 

Intrinsic

 

    

for Grant

    

Outstanding

    

Outstanding

    

Exercise Price

    

(Years)

    

Value*

Outstanding at December 31, 2019

 

479,829

 

3,902,675

 

5,613

 

$

5.20

 

9.56

 

$

 —

Additional shares authorized

 

286,229

 

 —

 

 —

 

 

 —

 

 —

 

 

 

Options granted

 

(810,000)

 

810,000

 

 —

 

 

0.45

 

 —

 

 

 —

Options canceled

 

204,639

 

(204,639)

 

 —

 

 

3.40

 

 —

 

 

 —

Options canceled not rolled back into the 2013 Plan

 

 —

 

(15)

 

 —

 

 

 —

 

 —

 

 

 —

Outstanding at March 31, 2020

 

160,697

 

4,508,021

 

5,613

 

$

4.43

 

9.34

 

$

27,832

Exercisable at March 31, 2020

 

 

 

1,230,522

 

 

 

$

11.01

 

8.94

 

$

 —

Vested and expected to vest at March 31, 2020

 

 

 

3,968,171

 

 

 

$

4.83

 

9.32

 

$

 —


*Fair market value of JAGX common stock on March 31, 2020 was $0.48 per share.

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

No options were exercised in the three months ended March 31, 2020.

The weighted average grant date fair value of stock options granted was $0.41 and $17.50 per share during the three months ended March 31, 2020 and 2019, respectively.

The number of options that vested in the three months ended March 31, 2020 and 2019 was 333,926 and 7,480, respectively. The grant date weighted average fair value of options that vested in the three months ended March 31, 2020 and 2019 was $2.38 and $132.81, respectively.

Stock-Based Compensation

The following table summarizes stock-based compensation expense related to stock options, inducement stock options and RSUs for the three months ended March 31, 2020 and 2019, and are included in the condensed consolidated statements of operations as follows:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

    

2020

    

2019

 

(in thousands)

 

(unaudited)

 

Research and development expense

 

$

202

 

$

67

 

Sales and marketing expense

 

 

56

 

 

34

 

General and administrative expense

 

 

502

 

 

326

 

Total

 

$

760

 

$

427

 

 

As of March 31, 2020, the Company had $4,311,000 of unrecognized stock-based compensation expense for options, inducement options and restricted stock units outstanding, which is expected to be recognized over a weighted-average period of 1.83 years.

The estimated grant-date fair value of stock option grants for the three months ended March 31, 2020 and 2019 was calculated using the Black-Scholes - Merton option-pricing model using the following weighted-average assumptions:

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

    

2020

    

    

2019

 

 

 

(unaudited)

 

Weighted-average volatility

 

150.1

%  

 

108.3 - 108.5

%  

Weighted-average expected term (years)

 

5.0

 

 

5.8

 

Risk-free interest rate

 

0.5

%  

 

 2.5 - 2.6

%  

Expected dividend yield

 

 —

 

 

 —

 

 

401(k) Plan

The Company sponsors a 401(k) defined contribution plan covering all employees. There were no employer contributions to the plan from plan inception through March 31, 2020.