SEC Company Response from Jaguar Health, Inc. (JAGX) (CIK 0001585608) (JAGX) — Apr 27, 2015
Jaguar Health, Inc. (JAGX) (CIK 0001585608)
Date: April 27, 2015 · CIK: 0001585608 · Accession: 0001104659-15-030603
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-198383
Referenced dates: April 24, 2015
Letter
reedsmith.com April 27, 2015 Jeffrey P. Riedler Assistant Director U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re: Jaguar Animal Health, Inc. Amendment No. 6 to Registration Statement on Form S-1 Filed April 17, 2015 File No. 333-198383
Dear Mr. Riedler:
On behalf of our client, Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), we hereby provide responses to comments (the “Comments”) of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in a letter dated April 24, 2015 (the “Letter”) regarding the Company’s above-referenced Amendment No. 6 to Registration Statement on Form S-1 (the “Registration Statement”), as filed with the Commission on April 17, 2015. Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 7 to the Registration Statement on Form S-1 (the “Form S-1/A”) reflecting the responses of the Company below.
The Company’s responses are numbered to correspond to the Comments as numbered in the Letter. For your convenience, each of the Comments contained in the Letter have been restated in bold below in their entirety, with the Company’s corresponding response set forth immediately under such comment. In the responses below, page number references are to the Form S-1/A.
Balance Sheets, page F-2
1. It appears that you are applying a convention to your pro forma column to reflect only amounts in that column that have changed from your historical balances. If this is true, please make the following revisions to the pro forma column or explain to us why these revisions are not necessary:
· Please add a dash to the “warrant liability” line (similar to that used in the preferred stock line) to indicate that this liability is zero on a pro forma basis; and
· Replace the “total current liabilities” line to reflect the appropriate total. In this regard, it appears that the amount should be $2,785,401.
Response: The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page F-3 of the Form S-1/A accordingly.
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NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH
SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE
Jeffrey P. Riedler
April 27, 2015
Page 2
Should you have any questions concerning any of the foregoing, please contact me by telephone at (415) 659-5936.
Sincerely,
/s/ Marianne C. Sarrazin
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CORRESP 1 filename1.htm 101 Second Street, Suite 1800 San Francisco, CA 94105 Tel +1 415 543 8700 Fax +1 415 391 8269 reedsmith.com April 27, 2015 Jeffrey P. Riedler Assistant Director U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Jaguar Animal Health, Inc. Amendment No. 6 to Registration Statement on Form S-1 Filed April 17, 2015 File No. 333-198383 Dear Mr. Riedler: On behalf of our client, Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), we hereby provide responses to comments (the “Comments”) of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in a letter dated April 24, 2015 (the “Letter”) regarding the Company’s above-referenced Amendment No. 6 to Registration Statement on Form S-1 (the “Registration Statement”), as filed with the Commission on April 17, 2015. Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 7 to the Registration Statement on Form S-1 (the “Form S-1/A”) reflecting the responses of the Company below. The Company’s responses are numbered to correspond to the Comments as numbered in the Letter. For your convenience, each of the Comments contained in the Letter have been restated in bold below in their entirety, with the Company’s corresponding response set forth immediately under such comment. In the responses below, page number references are to the Form S-1/A. Balance Sheets, page F-2 1. It appears that you are applying a convention to your pro forma column to reflect only amounts in that column that have changed from your historical balances. If this is true, please make the following revisions to the pro forma column or explain to us why these revisions are not necessary: · Please add a dash to the “warrant liability” line (similar to that used in the preferred stock line) to indicate that this liability is zero on a pro forma basis; and · Replace the “total current liabilities” line to reflect the appropriate total. In this regard, it appears that the amount should be $2,785,401. Response: The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page F-3 of the Form S-1/A accordingly. [remainder of page intentionally left blank] NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE Jeffrey P. Riedler April 27, 2015 Page 2 Should you have any questions concerning any of the foregoing, please contact me by telephone at (415) 659-5936. Sincerely, /s/ Marianne C. Sarrazin Marianne C. Sarrazin Reed Smith LLP Cc: Lisa A. Conte, Jaguar Animal Health, Inc., by e-mail Dan Harris, BDO USA, LLP, by e-mail Doug Hart, BDO USA, LLP, by e-mail Brad L. Shiffman, Blank Rome LLP, by e-mail Donald C. Reinke, Reed Smith LLP, by e-mail