SEC Comment Letter for Jaguar Health, Inc. (JAGX) (CIK 0001585608) (JAGX) — Apr 4, 2019
Jaguar Health, Inc. (JAGX) (CIK 0001585608)
Date: April 4, 2019 · CIK: 0001585608 · Accession: 0000000000-19-006563
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36714, 333-220236
Letter
April 4, 2019 Lisa Conte Chief Executive Officer & President Jaguar Health, Inc. 201 Mission Street, Suite 2375 San Francisco, CA 94105 Re:Jaguar Health, Inc. Preliminary Proxy Statement on Schedule 14A Filed March 22, 2019 File No. 001-36714 Dear Ms. Conte: We have reviewed your filing 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Proposal 5 - Approval of the Issuance of Shares of Commmon Stock Upon Exchange. . ., page 1.Please revise to show the number of shares of your common stock that may potentially be issued pursuant to the Notes and the Warrants based on a range of Exercise Prices. Please also provide similar disclosure for Proposal 6. Proposal 7 - To Approve, for Purposes of NASDAQ Rule 5635(d), of the Issuance of Shares of Common Stock to Oasis Capital, page 32 2.You state that you expect the Equity Line Offering will be made pursuant to your S-3 registration statement (File No. 333-220236). We note that you filed a prospectus supplement to this registration statement on April 1, 2019, in which you stated that your non-affiliate market value is approximately $25.8 million, which implies that under General Instruction I.B.6 of the Form S-3, the value of the offering under such prospectus
FirstName LastNameLisa Conte Comapany NameJaguar Health, Inc. April 4, 2019 Page 2 FirstName LastName Lisa Conte Jaguar Health, Inc. April 4, 2019 Page 2 supplement, together with all other sales made during the prior 12 calendar month period, may not exceed approximately $8.6 million. You also stated in such prospectus supplement that following the offering, you will have sold securities with an aggregate market value of approximately $0.23 million pursuant to General Instruction I.B.6, and state on the selling shareholder cover page that you have not sold any securities under I.B.6. We note you filed prospectus supplements on April 1, 2019, March 19, 2019, and January 8, 2019 relating to shares to be sold to Oasis Capital, LLC, and covering the sale of 20,000,000, 8,000,000 and 5,633,333 shares, respectively. We also note your March 25, 2019 prospectus relating to an offering of 1,331,332 shares. It appears that you have exceeded your I.B.6 capacity. With specific references to each prospectus supplement filed under this registration statement in 2019, please explain how you calculated your remaining available capacity under General Instruction I.B.6 and why you believe you were eligible to register each amount pursuant to the S-3 registration statement. Refer to Securities Act Forms Compliance and Disclosure Interpretations 116.21, 116.23 and Securities Act Sections Compliance and Disclosure Interpretations 139.21 and 139.23 for guidance.
3.We note your reference in the third paragraph of the proxy statement that you are registering the offering of the equity line shares as an indirect primary offering. However, in each of your Form S-3 prospectus supplements dated April 1, 2019, March 19, 2019 and January 8, 2019, you state that you are registering both the issuance of shares to Oasis Capital and the resale of the shares by Oasis Capital. Please tell us whether you are registering the primary issuance of the equity line shares to Oasis or the resale of such shares by Oasis as an indirect primary offering and provide us with you analysis as to why you believe you are able to register such offering. Refer to Securities Act Sections Compliance and Disclosure Interpretations 139.06, 139.15, 139.17 and 139.18 for guidance.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot at 202-551-3442 with any questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: Michael Lee - Reed Smith LLP
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April 4, 2019
Lisa Conte
Chief Executive Officer & President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, CA 94105
Re:Jaguar Health, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 22, 2019
File No. 001-36714
Dear Ms. Conte:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 5 - Approval of the Issuance of Shares of Commmon Stock Upon Exchange. . ., page
27
1.Please revise to show the number of shares of your common stock that may potentially be
issued pursuant to the Notes and the Warrants based on a range of Exercise Prices. Please
also provide similar disclosure for Proposal 6.
Proposal 7 - To Approve, for Purposes of NASDAQ Rule 5635(d), of the Issuance of Shares of
Common Stock to Oasis Capital, page 32
2.You state that you expect the Equity Line Offering will be made pursuant to your S-3
registration statement (File No. 333-220236). We note that you filed a prospectus
supplement to this registration statement on April 1, 2019, in which you stated that your
non-affiliate market value is approximately $25.8 million, which implies that under
General Instruction I.B.6 of the Form S-3, the value of the offering under such prospectus
FirstName LastNameLisa Conte
Comapany NameJaguar Health, Inc.
April 4, 2019 Page 2
FirstName LastName
Lisa Conte
Jaguar Health, Inc.
April 4, 2019
Page 2
supplement, together with all other sales made during the prior 12 calendar month period,
may not exceed approximately $8.6 million. You also stated in such prospectus
supplement that following the offering, you will have sold securities with an aggregate
market value of approximately $0.23 million pursuant to General Instruction I.B.6, and
state on the selling shareholder cover page that you have not sold any securities under
I.B.6. We note you filed prospectus supplements on April 1, 2019, March 19, 2019, and
January 8, 2019 relating to shares to be sold to Oasis Capital, LLC, and covering the sale
of 20,000,000, 8,000,000 and 5,633,333 shares, respectively. We also note your March 25,
2019 prospectus relating to an offering of 1,331,332 shares. It appears that you have
exceeded your I.B.6 capacity. With specific references to each prospectus
supplement filed under this registration statement in 2019, please explain how you
calculated your remaining available capacity under General Instruction I.B.6 and why you
believe you were eligible to register each amount pursuant to the S-3 registration
statement. Refer to Securities Act Forms Compliance and Disclosure Interpretations
116.21, 116.23 and Securities Act Sections Compliance and Disclosure Interpretations
139.21 and 139.23 for guidance.
3.We note your reference in the third paragraph of the proxy statement that you are
registering the offering of the equity line shares as an indirect primary offering. However,
in each of your Form S-3 prospectus supplements dated April 1, 2019, March 19, 2019
and January 8, 2019, you state that you are registering both the issuance of shares to Oasis
Capital and the resale of the shares by Oasis Capital. Please tell us whether you are
registering the primary issuance of the equity line shares to Oasis or the resale of such
shares by Oasis as an indirect primary offering and provide us with you analysis as to why
you believe you are able to register such offering. Refer to Securities Act Sections
Compliance and Disclosure Interpretations 139.06, 139.15, 139.17 and 139.18 for
guidance.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Michael Lee - Reed Smith LLP