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Filing Details

Accession Number:: 0001104659-19-041840
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-07-25 16:08:07
Reporting Period:: 2019-07-23

Accepted Time:: 2019-07-25 16:08:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1585608	Jaguar Health Inc.	JAGX	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1255743	J James Bochnowski	C/O Jaguar Health, Inc. 201 Mission Street, Suite 2375 San Francisco CA 94105		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-07-23	180,582	$2.00	181,618	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Bridge Warrant to Purchase Common Stock	Acquisiton	2019-05-24	218,750	$0.00	218,750	$2.00
Common Stock	Series 1 Warrant to Purchase Common Stock	Acquisiton	2019-07-23	180,582	$0.00	180,582	$2.00
Common Stock	Series 2 Warrant to Purchase Common Stock	Acquisiton	2019-07-23	180,582	$0.00	180,582	$2.00
Common Stock	Stock Option (right to buy)	Acquisiton	2019-07-24	208,410	$0.00	208,410	$1.73

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
218,750	2019-07-23	2024-04-11	No	4	P	Indirect
180,582	2019-07-23	2024-07-23	No	4	P	Indirect
180,582	2019-07-23	2024-07-23	No	4	P	Indirect
208,410		2022-07-24	No	4	A	Direct

Footnotes

The reporting person purchased Class A Units, which consisted of one share of voting common stock, a Series 1 warrant to purchase one share of voting common stock and a Series 2 warrant to purchase one share of voting common stock, in an underwritten public offering by the issuer at a price of $2.00 per unit. The offering closed on July 23, 2019.
On June 7, 2019, the issuer effected a 70-to-1 reverse stock split of the issued and outstanding shares of its voting common stock. Upon effectiveness of the reverse stock split, every 70 shares of voting common stock was automatically converted into one share of voting common stock.
Securities held directly by the Bochnowski Family Trust. Mr. Bochnowski, by virtue of his position as a co-trustee and beneficiary of such trust and his sharing of voting and investment control over the securities held by the trust with his spouse, may be deemed to beneficially own the securities held by the Bochnowski Family Trust for purposes of Section 16.
The bridge warrant was issued pursuant to a purchase agreement dated April 11, 2019. The actual issuance of the bridge warrant was subject to shareholder approval, which was obtained on May 24, 2019, and is exercisable upon the consummation of the underwritten public offering described in note 1 above for a period of five years from the date of the purchase agreement unless earlier terminated upon occurrence of certain events as set forth in the terms of the warrant. The Series 1 and Series 2 warrants are immediately exercisable upon issuance for a period of five years unless earlier terminated upon occurrence of certain events as set forth in the terms of the respective warrants. The exercise price for the bridge warrant and the Series 1 and Series 2 warrants is $2.00, calculated as the per share price at which the issuer issued securities in the underwritten public offering described in note 1 above.
The reporting person purchased a 12% promissory note and received a bridge warrant in connection therewith, which was exercisable for a number of shares of voting common stock equal to 125% of the principal amount of the promissory note divided by the exercise price of $2.00.
Granted pursuant to the issuer's 2014 Equity Incentive Plan.
The option grant was approved by the issuer's board of directors on July 19, 2019, subject to the reporting person, in his capacity as the chairman of the board of directors, and Karen S. Wright, the Chief Financial Officer of the issuer, determining the exact number of option shares to be granted per option based on the issuer's fully diluted shares outstanding following the issuer's underwritten public offering described in note 1 above. The reporting person and Ms. Wright certified the exact number of option shares to be granted on 7/24/19, such that the effective date of the option grant was 7/24/19.
Vests in equal monthly installments beginning on July 24, 2019, with five months of options, or 28,945 options, vested as of the grant date based on the reporting person's number of years of service on the issuer's board of directors, such that the grant is vested in full on the 3-year anniversary of the grant date.