SecProbe.io

March 9, 2018
Lisa Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
Re:Jaguar Health, Inc.
Registration Statement on Form S-3
Response dated February 23, 2018
File No. 333-219736
Dear Ms. Conte:
            We have reviewed your February 23, 2018 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 6, 2017 letter.
Form S-3 Filed August 4, 2017
General
1.We note your response to prior comment 1 and continue to believe that registering the
resale of the shares underlying the Tranche A shares is not appropriate at this time.  We
note your argument that "the Company has no further rights or obligations under the
private placement, other than with respect to the registration of shares issued to
Nantucket."  However, Nantucket does not appear to have investment control over the
shares as the Investor Rights Agreement requires them to sell the shares if the offer price
is above the minimum share price amount.  Additionally, Nantucket must surrender 50%

 FirstName LastNameLisa  Conte
 Comapany NameJaguar Health, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Lisa  Conte
Jaguar Health, Inc.
March 9, 2018
Page 2
of their remaining shares if the Hurdle Amount is achieved.  These provisions, which were
provisions of the merger agreement, result in Nantucket holding shares without
investment control.  For these reasons, it does not appear that the private placement was
completed.
2.We note your response to prior comment 2 and that "[t]he issuance of shares by the
Company to Nantucket was intended to satisfy Napo’s (not the Company’s) debt
obligations to Nantucket."  Given that the Nantucket is obligated to sell Tranche A shares
if a potential purchaser offers a specified minimum price determined by the company, it
appears that the Nantucket is acting as a conduit for the company.  As a result, this
appears to be an indirect primary offering on behalf of the company.  Since you are not
eligible to conduct a primary offering on Form S-3 in reliance on General Instruction I.B.1
of Form S-3, please file a pre-effective amendment to this registration statement on a form
which you are eligible to use for a primary offering, identify Nantucket as an underwriter,
and disclose the price at which it will sell shares of your common stock.
            You may contact Jeffrey Gabor at 202-551-2544 or Christopher Edwards at 202-551-
6761 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Michael Lee