11. Stock-Based Compensation

2013 Equity Incentive Plan

In November 2013, the Company's board of directors and sole stockholder adopted the Jaguar Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company's board of directors to grant stock options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of the Company. Following the effective date of the IPO and after effectiveness of any grants under the 2013 Plan that were contingent on the IPO, no additional stock awards will be granted under the 2013 Plan. Outstanding grants continue to be exercisable, however, any unissued shares under the plan and any forfeitures of outstanding options do not rollover to the 2014 Stock Incentive Plan. There were 384 and 395 option shares outstanding at
December 31, 2020 and 2019, respectively.

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, canceled or expired.

As of December 31, 2020, there were 4,456,364 options outstanding and 211,415 options available for grant. As of December 31, 2019, there were 3,902,276 options outstanding and 479,829 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 500,000 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 nonstatutory 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, 2020, there were 114,818 options outstanding and 385,182 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, 2020:


				Weighted		Weighted Average
	Shares	Stock		Average		Remaining	Aggregate
	Available	Options	RSUs	Stock Option		Contractual Life	Intrinsic
(in thousands, except share and per share data)	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	786,229	—	—		—			—
Options granted	(1,034,818)	1,034,818	—		0.43			—
Options exercised	—	(555)	—		0.45			—
Options canceled	365,357	(365,357)	—		3.81			—
Options canceled not rolled back into the 2013 Plan	—	(15)	—		2,661.75			—
Outstanding at December 31, 2020	596,597	4,571,566	5,613	$	4.23	8.71	$	364
Exercisable at December 31, 2020		2,254,832		$	7.12	8.57	$	83
Vested and expected to vest at December 31, 2020		4,285,311		$	4.43	8.70	$	320

*Fair market value of Jaguar stock on December 31, 2020 was $0.815 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.

555 options were exercised for the year ended December 31, 2020. No options were exercised in 2019.

The weighted average grant date fair value of stock options granted was $0.40 and $1.54 per share during the years ended December 31, 2020 and 2019, respectively.

The number of options that vested in the years ended December 31, 2020 and 2019 was 1,449,214 and 944,821, respectively. The grant date weighted average fair value of options that vested in the years ended
December 31, 2020 and 2019 was $2.00 and $3.12, 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, 2020 and 2019, and are included in the consolidated statements of operations as follows:


	Year Ended
	December 31,
(in thousands)	2020		2019
Research and development expense	$	749	$	869
Sales and marketing expense		220		161
General and administrative expense		1,855		1,959
Total	$	2,824	$	2,989

As of December 31, 2020, the Company had $2.6 million of unrecognized stock-based compensation expense for options and RSU’s, which is expected to be recognized over a weighted-average period of 1.23 years.

The fair value of options granted during the years ended December 31, 2020 and 2019, respectively, were calculated using the range of assumptions set forth below:


	Year Ended
	December 31,
	2020		2019
Volatility	150.1 - 167.9	%	143.1 - 145.9	%
Expected term (years)	5.0 - 5.0		5.0 - 5.8
Risk-free interest rate	0.3 - 0.5	%	1.5 - 1.9	%
Expected dividend yield	—		—

401(k) Plan

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