As filed with the Securities and Exchange Commission on October 1, 2018.
Registration No. 333-227292
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JAGUAR HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
2834 (Primary Standard Industrial Classification Code Number) |
46-2956775 (I.R.S. Employer Identification Number) |
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: | ||
Donald C. Reinke, Esq. Reed Smith LLP 101 Second Street, Suite 1800 San Francisco, California 94105 (415) 543-8700 |
Robert F. Charron, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 |
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: ý
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. o
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.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o |
Smaller reporting company ý Emerging growth company ý |
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. ý
CALCULATION OF REGISTRATION FEE
|
||||
Title of Each Class of Securities to be Registered(1) |
Proposed Maximum Aggregate Offering Price(2)(3) |
Amount of Registration Fee(3) |
||
---|---|---|---|---|
Common Stock, par value $0.0001 per share |
$11,500,000 | $ | ||
Pre-funded warrants to purchase shares of common stock and common stock issuable upon exercise thereof |
| | ||
Underwriter warrants to purchase shares of common stock and common stock issuable upon exercise thereof(4) |
$1,150,000 | |||
Total |
$12,650,000 | $1,574.93(5) | ||
|
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 3 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, State of California, on October 1, 2018.
JAGUAR HEALTH, INC. | ||||||
By: |
/s/ LISA A. CONTE |
|||||
Name: | Lisa A. Conte | |||||
Title: | Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
|
Title
|
Date
|
||
---|---|---|---|---|
/s/ LISA A. CONTE Lisa A. Conte |
Chief Executive Officer, President and Director (Principal Executive Officer) | October 1, 2018 | ||
/s/ KAREN WRIGHT Karen Wright |
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
October 1, 2018 |
||
* James J. Bochnowski |
Chairman of the Board |
October 1, 2018 |
||
Jiahao Qiu |
Director |
|||
Greg J. Divis |
Director |
|||
* Jeffery C. Johnson |
Director |
October 1, 2018 |
||
* John Micek III |
Director |
October 1, 2018 |
||
* Jonathan B. Siegel |
Director |
October 1, 2018 |
||
* Murray David MacNaughtan |
Director |
October 1, 2018 |
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