SecProbe.io

April 19, 2019
Lisa Conte
Chief Executive Officer & President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, CA 94105
Re:Jaguar Health, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed April 9, 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.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Proposal 6 - To Approve, for Purposes of NASDAQ Rule 5635(d), of the Issuance of Shares of
Common Stock to Oasis Capital, page 32
1.Please update your description of this proposal to reflect recent developments (e.g., we
note that the proposal description does not yet reflect the execution of this most recent
agreement with Oasis).  In addition, we note that your revised disclosure on page 34 states
that if you were to sell all 40 million shares to Oasis Capital under the agreement, Oasis
would have purchased approximately 52% of your outstanding shares of common stock
and non-voting common stock.  However, this percentage does not seem to correspond to
your revised disclosure that as of March 27, 2019, there were 62,101,791 such shares.
Please reconcile your disclosures.
2.We acknowledge your responses to prior comments 2 and 3, but continue to believe that
you have exceeded the limit specified in I.B.6 of Form S-3.  You prospectus supplements
filed since January 8, 2019 are multiple, concurrent continuous offerings, which means

 FirstName LastNameLisa Conte
 Comapany NameJaguar Health, Inc.
 April 19, 2019 Page 2
 FirstName LastName
Lisa Conte
Jaguar Health, Inc.
April 19, 2019
Page 2
that all securities that continue to be offered under these prospectus supplements in
reliance on General Instruction I.B.6 count against the 1/3 limit.  For example, you are
offering $4,224,999.75 of shares pursuant to the prospectus supplement filed January 8,
2019. However, in your response letter for the prospectus supplement filed March 29,
2019, you say that you have only utilized $1,478,597.63 of shelf capacity in the last 12
months, when you have actually used $4,224,999.75.  Each of your prospectus
supplements should consider the amount offered pursuant to the prior prospectus
supplements when determining the amount of availability under I.B.6.  Please provide us
with further analysis as to your compliance with General Instruction I.B.6 and address
Securities Act Forms Compliance and Disclosure Interpretations 116.22 and 116.23 in
your response.
            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
other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Michael Lee - Reed Smith LLP