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September 20, 2017

VIA EDGAR

U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Attention:  Jeffrey Gabor

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-3
 Filed August 4, 2017
 File No. 333-219736

Dear Mr. Gabor:

On behalf of our client, Jaguar 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 its letter dated August 24, 2017 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-3 (the “Registration Statement”).

The Company’s responses are numbered to correspond to the Comments as numbered in the Letter.  For your convenience, the Comments contained in the Letter has been restated in bold below in its entirety, with the Company’s corresponding response set forth immediately under such comment.  In the responses below, page number references are to the Registration Statement. Terms used but not defined herein have the respective meanings assigned thereto in the Registration Statement.

General

1.                                      In a private-investment, public-equity transaction, a registered resale of securities is permitted where the investor is irrevocably bound to purchase a set number of securities for a set purchase price that is not based on a market price or a fluctuating ratio. With respect to the Tranche A Shares, it appears that the selling shareholder is not irrevocably bound to purchase your shares as it may need to surrender 50% of the unsold Tranche A Shares. Without limitation, we refer you to the third paragraph on page 4. Accordingly, please revise to remove the common shares underlying the Tranche A Shares. For guidance, refer to Compliance Disclosure Interpretations, Securities Act Sections, Question 139.11.

Response:  The Company acknowledges the Staff’s Comment and respectfully advises that the number of shares of the Company’s voting common stock issuable upon conversion of the Tranche A Shares (the “Tranche A Conversion Shares”) is fixed and not based on a market price or fluctuating ratio. Moreover, while the selling shareholder may need to surrender a portion of the Tranche A Shares issued to the selling shareholder, the selling shareholder’s market risk with respect to the investment is unchanged since the selling shareholder has already provided full consideration for the Tranche A Shares, as described further below. Any shares surrendered by the Selling Shareholder will be distributed to the former Napo stockholders.  The Company will not receive any shares or any proceeds from the sale of such shares. Therefore, the Company respectfully submits that the Tranche A Conversion Shares are properly included in the Registration Statement.

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Jeffrey   Gabor

Securities   and Exchange Commission

Division   of Corporation Finance

September 20,   2017

Page 2

a.  General.

On July 31, 2017, the Company completed the acquisition of Napo Pharmaceuticals, Inc. (“Napo”) pursuant to the Agreement and Plan of Merger, dated March 31, 2017, by and among the Company, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo’s representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, Merger Sub merged with and into Napo, with Napo surviving as the Company’s wholly-owned subsidiary.

In connection with the Merger, on March 31, 2017, Napo entered into a settlement and discounted payoff agreement (the “Settlement Agreement”) with the lenders who are a party to Napo’s existing financing agreement, dated as of October 10, 2014 (the “Financing Agreement”), and Nantucket Investments Limited (the “Selling Shareholder”), as collateral agent and administrative agent pursuant to which Napo agreed, simultaneously with the consummation of the merger with the Company, (a) to make a cash payment to the Selling Shareholder of no less than $8 million, which reduced the outstanding principal obligations under the Financing Agreement, and (b) in satisfaction as a compromise for the remaining outstanding obligations under the Financing Agreement and the release of any lien or security interest in respect of such outstanding obligations, (x) to transfer to the Selling Shareholder 2,666,666 shares of the Company’s voting common stock (the “Initial Tranche C Shares”) owned by Napo and (y) pursuant to the Merger Agreement, to cause the Company to issue to the Selling Shareholder (i) 2,217,579 shares of the Company’s voting common stock (the “Remaining Tranche C Shares” and, together with the Initial Tranche C Shares, the “Tranche C Shares”), (ii) 18,479,826 shares of the Company’s non-voting common stock (the “Tranche A Shares”) and (iii) 19,700,625 shares of the Company’s non-voting common stock (the “Tranche B Shares” and, collectively with the Tranche A Shares and the Tranche C Shares, the “Debt Exchange Shares”).

In connection with the execution of the Merger Agreement and the Settlement Agreement, the Company and the Selling Shareholder entered into an Investor Rights Agreement, dated March 31, 2017 (the “Investor Rights Agreement”), pursuant to which, among other things, the Company agreed to pay the Selling Shareholder’s up to $250,000 of expenses incurred in connection with the transactions contemplated by the Investor Rights Agreement, Settlement Agreement and Merger Agreement, which, pursuant to the terms of the Investor Rights Agreement, the Company at its option elected to pay such $250,000 of expenses by issuing 270,270 additional shares of the Company’s non-voting common stock (the “Expense Reimbursement Shares”) to the Selling Shareholder.  The Company also agreed to register on one or more registration statements (1) the resale of the Tranche C Shares and the shares of voting common stock issuable upon conversion of the Expense Reimbursement Shares, (2) the Tranche A Shares and, to the extent certain conditions are met, (3) the Tranche B Shares.

b.  Staff Guidance.

Securities Act Rules Compliance and Disclosure Interpretation (“C&DI”) 139.11 provides that in a private-investment, public-equity (“PIPE”) transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(a)(2)-exempt sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at market risk at the time of filing of the resale registration statement.  The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date.  When a company attempts to register for resale shares of common stock underlying unissued, convertible securities, the PIPE analysis applies to the convertible security, not to the underlying common stock. There can be no conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied.

Jeffrey   Gabor

Securities   and Exchange Commission

Division   of Corporation Finance

September 20,   2017

Page 3

c.  Analysis.

We believe the Company is permitted to register the Tranche A Conversion Shares on the Registration Statement in accordance with the guidelines set forth in C&DI 139.11 for the following reasons:

i.  The Company has completed the private issuance of Tranche A Shares for a set price.  Pursuant to the terms of the Merger Agreement, the Company issued all 18,479,826 Tranche A Shares to the Selling Shareholder at the consummation of the Merger as a compromise for the outstanding obligations under the Financing Agreement and the release of any lien or security interest in respect of such outstanding obligations.  Neither the Company nor Napo received any cash proceeds and will not receive any cash proceeds in the future in connection with this issuance.  By virtue of the fact that the closing has already occurred, there are no conditions to the closing that are within the Selling Shareholder’s control or that the Selling Shareholder can cause not to be satisfied.

ii.  The number of Tranche A Conversion Shares is fixed and is not based on a market price or fluctuating ratio. The Tranche A Shares are shares of the Company’s non-voting common stock, which are convertible into shares of the Company’s voting common stock on a one-for-one basis pursuant to the terms of the Company’s Third Amended and Restated Certificate Incorporation.  The number of Tranche A Conversion Shares is fixed at 18,479,826 shares and will not change based on a market price or a fluctuating ratio.

iii.  The Selling Shareholder is at market risk at the time that the Company filed the Registration Statement.  At the time that the Company filed the Registration Statement, the Selling Shareholder was (and currently still is) the legal owner of all the Tranche A Shares. As a result, the Selling Shareholder is at market risk. In no event will the number of Tranche A Shares issued by the Company change. Although the number of Tranche A Conversion Shares issuable upon conversion of the Tranche A Shares is fixed, the Selling Shareholder may be required to surrender a portion of the Tranche A Shares depending on whether the applicable Hurdle Amount (as described in the Registration Statement) is met.  Any Tranche A Conversion Shares not issued to the Selling Shareholder will instead be issued to Napo stockholders and holders of Napo restricted stock units (collectively, “Napo Securityholders”).  The allocation of Tranche A Conversion Shares between the Selling Shareholder and Napo Securityholders is an arrangement between the Selling Shareholder and such Napo Securityholders and does not involve the Company.  Regardless of how many Tranche A Conversion Shares are ultimately issued to the Selling Shareholder, the Company has already received full consideration from the Selling Shareholder for the issuance of the Tranche A Shares and will not receive any additional consideration upon the conversion of the Tranche A Shares into the Tranche A Conversion Shares or the surrender of any Tranche A Shares by the Selling Shareholder to the Napo Securityholders.

Jeffrey   Gabor

Securities   and Exchange Commission

Division   of Corporation Finance

September 20,   2017

Page 4

2.                                      Please provide us with a legal analysis as to whether the offering is a secondary offering or is a primary offering indirectly on behalf of the company. In your analysis, please address that the proceeds from the resale of the Tranche A and Tranche C Shares are being used to satisfy the company’s debt obligations to Nantucket and that if those obligations are satisfied Nantucket is obligated to surrender 50% of the unsold shares to the company for distribution to existing shareholders. Please also consider the guidance set forth in paragraph 612.09 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations.

Response:  The Company acknowledges the Staff’s Comment and respectfully submits that the proposed offering of shares of the Company’s common stock by the Selling Shareholder as contemplated in the Registration Statement is properly regarded as a secondary offering, and therefore, is eligible to be made on a continuous or delayed basis under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

a.             Staff Guidance.

Rule 415(a)(1)(i) of the Securities Act provides that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided, that the registration statement pertains only to securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary. As stated in the Registration Statement, the securities are being registered for resale or other disposition by the Selling Shareholder. Proceeds from the sale of any securities are solely for the account of the Selling Shareholder. With regard to the Staff’s comment, we note C&DI 612.09, which indicates that the issue of whether an offering styled as a secondary offering is really by or on behalf of the issuer involves an analysis of facts beyond the entity that will receive the proceeds of the sale of securities that are being registered. Specifically, C&DI 612.09 states that consideration should be given to the following factors:

·                                          How long the selling shareholders have held the shares;

·                                          The circumstances under which they received them;

·                                          Their relationship to the issuer;

·                                          The amount of shares involved;

·                                          Whether the sellers are in the business of underwriting securities; and

·                                          Whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

For the reasons set forth below, the Company respectfully submits that the proposed registration and offering from time to time (the “Offering”) of up to 23,634,341 shares of the Company’s voting common stock (the “Shares”) on behalf of the Selling Shareholder is not, and should not be considered, a primary offering of the Shares to the public and the Selling Shareholder is not, and should not be considered to be, acting as an underwriter within the meaning of Section 2(a)(11) of the Securities Act.  We respectfully submit that the Offering as proposed above should be considered a secondary offering under Rule 415(a)(1)(i) of the Securities Act and that no additional disclosure be required.

Jeffrey   Gabor

Securities   and Exchange Commission

Division   of Corporation Finance

September 20,   2017

Page 5

b.             Analysis of the Six Factors Described in C&DI 612.09.

i.              How long the selling shareholders have held the shares. All the Shares being registered for resale under the Registration Statement have either been issued or will be issued upon conversion of the Debt Exchange Shares that were issued to the Selling Shareholder when the Merger was consummated on July 31, 2017.  The Selling Shareholder has held the Debt Exchange Shares and borne the market risk for such shares since their issuance on July 31, 2017.  The Selling Shareholder made a specific representation to the Company that the Selling Shareholder was acquiring the securities for its own account and had no present intention of distributing or selling the securities except as permitted under the Securities Act and applicable state securities laws. There is no evidence to suggest that such representation is false. The fact that the Shares are now being registered for resale is not evidence that the Selling Shareholder desires to effect an immediate distribution, and any immediate distribution is very unlikely in any case given the resale restrictions described further below.

ii.             The circumstances under which the selling shareholders received the shares. The Debt Exchange Shares constitute a part of the Selling Shareholder’s consideration for entering into the Settlem