As filed with the Securities and Exchange Commission on July 19 2019.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JAGUAR HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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2834
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46-2956775
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(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification Number)
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201 Mission Street, Suite 2375
San Francisco, California 94105
(415) 371-8300
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive office)
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
(415) 371-8300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Donald C. Reinke, Esq.
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Richard A. Friedman, Esq.
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Reed Smith LLP
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Stephen A. Cohen, Esq.
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101 Second Street, Suite 1800
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Sheppard, Mullin, Richter & Hampton LLP
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San Francisco, California 94105
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30 Rockefeller Plaza
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(415) 543-8700
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New York, NY 10112
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(212) 653-8700
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:
o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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333-231399
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
o
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Smaller reporting company
x
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Emerging growth company
x
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If an emerging growth company, indicate by 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 7(a)(2)(B) of the Securities Act.
x
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities
to be Registered(1)
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Proposed Maximum
Aggregate Offering
Price(1)(2)
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Amount of
Registration Fee
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Class A Units consisting of:
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(i) Shares of common stock, par value $0.0001 per share
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(ii) Warrants to purchase common stock
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Class B Units consisting of:
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(i) Series B Convertible Preferred Stock, par value $0.0001 per share
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(ii) Common stock issuable upon conversion of Series B Preferred Stock
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(iii) Warrants to purchase common stock
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Common Stock issuable upon exercise of warrants
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Total
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$
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2,400,000
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$
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290.88
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(1)
Represents only the additional dollar amount of securities being registered and includes the additional dollar amount of securities that the underwriters have the option to purchase to cover over-allotments, if any. Does not include the securities that the registrant previously registered on the registration statement on Form S-1 (File No. 333-231399).
(2)
Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Based on the public offering price per share.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT.