Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Stock-Based Compensation

Stock-Based Compensation

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 zero shares outstanding as at March 31, 2024, and December 31, 2023.

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 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 the 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.

On April 13, 2022, the Board of Directors of the Company approved a Registration Statement to register an additional 2,417,660 shares of the Company’s common stock for issuance pursuant to the awards granted under the 2014 Plan.

As of March 31, 2024, there were 27,596 options outstanding and 4,302,288 options available for grant. As of December 31, 2023, there were 26,262 options outstanding and 626,342 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 2,222 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.

On April 13, 2022, the Board of Directors of the Company approved an amendment to the 2020 Inducement Award Plan to reserve an additional 471,833 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Award Plan, thereby increasing the number of shares of the Company’s common stock issuable thereunder from 500,000 shares to 971,833 shares.

As of March 31, 2024, there were 1,512 options outstanding and 498,488 options available for grant. As of December 31, 2023, there were 1,512 options outstanding and 6,967 options available for grant. The Company authorized an additional 498,448 shares for the stock incentive plans.

Stock Options and Restricted Stock Units (“RSUs”)

The following table summarizes the incentive plan activity for the three months ended March 31, 2024, and year ended December 31, 2023:

				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 January 1, 2023	122,978	28,079	44,865	$	592.73	7.19	$	—
Additional shares authorized	3,166,330	—	—		—	—		—
Options granted	—	—	—		—	—		—
Options exercised	—	—	—		—	—		—
Options canceled	305	(305)	—		327.81	—		—
RSUs granted	(2,690,320)	—	2,690,320		—	—		—
RSUs vested and released	21,808	—	(21,808)		—	—		—
RSUs cancelled	5,241	—	(5,241)		—	—		—
Outstanding at December 31, 2023	626,342	27,774	2,708,136	$	596	6.21	$	—
Additional shares authorized	3,670,702	—	—		—	—		—
Options granted	—	—	—		—	—		—
Options exercised	—	—	—		—	—		—
Options canceled	178	(178)	—		362.34	—		—
RSUs granted	—	—	—		—	—		—
RSUs excercised	125	—	(125)		—	—		—
RSUs cancelled	5,941	—	(5,941)		—	—		—
Outstanding at March 31, 2024	4,303,288	27,596	2,702,070	$	597	5.98	$	—
Exercisable at March 31, 2024		27,465		$	598.24	5.97	$	—
Vested and expected to vest at March 31, 2024		27,594		$	597.16	5.98	$	—

*Fair market value of Jaguar stock on March 31, 2024 was $0.09 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.

The number of options exercised during the three months ended March 31, 2024, and year ended December 31, 2023, were zero.

The weighted average grant date fair value of stock options granted was zero per share during the three months ended March 31, 2024, and for the year ended December 31, 2023, respectively.

The number of options that vested for the three months ended March 31, 2024, and for the year ended December 31, 2023, was 271 and 1,524, respectively. The grant date weighted average fair value of options that vested

for the three months ended March 31, 2024, and for the year ended December 31, 2023, was $336.43 and $273.62, 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, 2024 and 2023, and are included in the unaudited condensed consolidated statements of operations as follows:

	Three Months Ended
	March 31,
(in thousands)	2024		2023
Research and development expense	$	289	$	227
Sales and marketing expense		40		49
General and administrative expense		252		204
Total	$	581	$	480

As of March 31, 2024, the Company had $28,968 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 0.19 years.

The were no range of assumptions set forth and used in calculating the fair value of options granted during the three months ended March 31, 2024, and 2023, respectively.

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, 2024.