SecProbe.io

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 November 24, 2025   Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549   Re: Jaguar Health, Inc. Registration Statement on Form S-3 File No. 333-290702   Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “ Registrant ”), hereby requests the above-referenced Registration Statement on Form S-3 (the “ Registration Statement ”) be declared effective by the Securities and Exchange Commission on Tuesday, November 25, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable. The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration. Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.   Very truly yours, Jaguar Health, Inc.   /s/ Lisa A. Conte Lisa A. Conte Chief Executive Officer and President
 Jaguar Health, Inc. • 200 Pine Street, Suite 400 • San Francisco, CA 94104 Tel : +1 (415) 371-8300 • Fax: +1 (415) 371-8311 • https://jaguar.health

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 CORRESP

 July 28, 2025
 Via EDGAR U.S. Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Jaguar Health, Inc.
 Registration Statement on Form S-3
 File No. 333-288927
 Ladies and Gentlemen: Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “ Registrant ”), hereby requests the above-referenced Registration Statement on Form
 S-3 (the “ Registration Statement ”) be declared effective by the Securities and Exchange Commission on Wednesday, July 30, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is
practicable. The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for
the Registrant, to orally modify or withdraw this request for acceleration. Please confirm effectiveness by advising our counsel, Michael
S. Lee of Reed Smith LLP, at (212) 549-0358.

 Very truly yours,

 Jaguar Health, Inc.

 /s/ Lisa A. Conte

 Lisa A. Conte

 Chief Executive Officer and President
 Jaguar Health, Inc. • 200 Pine Street, Suite 400 • San Francisco, CA 94104
 Tel : +1 (415) 371-8300 • Fax: +1 (415)
 371-8311 • https://jaguar.health

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
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<TEXT>
 July 28, 2025

Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
200 Pine Street, Suite 400
San Francisco, California 94104

 Re: Jaguar Health, Inc.
 Registration Statement on Form S-3
 Filed July 24, 2025
 File No. 333-288927
Dear Lisa A. Conte:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Michael S. Lee, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 25, 2025

Lisa Conte
Chief Executive Officer
Jaguar Health, Inc.
200 Pine Street, Suite 400
San Francisco, CA 94104

 Re: Jaguar Health, Inc.
 Registration Statement on Form S-3
 Filed June 20, 2025
 File No. 333-288202
Dear Lisa Conte:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Michael S. Lee, Esq.
</TEXT>
</DOCUMENT>

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 CORRESP - SEC Acceleration Request

 June 25, 2025
 Via EDGAR U.S. Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Jaguar Health, Inc.
 Registration Statement on Form S-3
 File No. 333-288202
 Ladies and Gentlemen: Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “ Registrant ”), hereby requests the above-referenced Registration Statement on Form
 S-3 (the “ Registration Statement ”) be declared effective by the Securities and Exchange Commission on Friday, June 27, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is
practicable. The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for
the Registrant, to orally modify or withdraw this request for acceleration. Please confirm effectiveness by advising our counsel, Michael
S. Lee of Reed Smith LLP, at (212) 549-0358. Very truly yours,

 Jaguar Health, Inc.

 /s/ Lisa A. Conte

 Lisa A. Conte

 Chief Executive Officer and President
 Jaguar Health, Inc. • 200 Pine Street, Suite 400 • San Francisco, CA 94104
 Tel : +1 (415) 371-8300 • Fax: +1 (415)
 371-8311 • https://jaguar.health

CORRESP
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 CORRESP

 May 5, 2025 Via
EDGAR U.S. Securities and Exchange Commission 100 F
Street, N.E. Washington, D.C. 20549

 Re:
 Jaguar Health, Inc.
 Registration Statement on Form S-3
 File No. 333-286550
 Ladies and Gentlemen: Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “ Registrant ”), hereby requests the above-referenced Registration Statement on Form
 S-3 (the “ Registration Statement ”) be declared effective by the Securities and Exchange Commission on Wednesday, May 7, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is
practicable. The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for
the Registrant, to orally modify or withdraw this request for acceleration. Please confirm effectiveness by advising our counsel, Michael
S. Lee of Reed Smith LLP, at (212) 549-0358.

 Very truly yours,

 Jaguar Health, Inc.

 /s/ Lisa A. Conte

 Lisa A. Conte

 Chief Executive Officer and President

 Jaguar Health, Inc.
 • 200 Pine Street, Suite 400 • San Francisco, CA 94104 Tel : +1 (415)
 371-8300 • Fax: +1 (415) 371-8311 • https://jaguar.health

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 Reed Smith LLP

 599 Lexington Avenue

 New York, NY 10022

 +212 521 5400

 Fax +1 212 521 5450

 reedsmith.com

 VIA EDGAR April 25, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Jaguar Health, Inc. Registration Statement on Form S-3 Filed April 15, 2025 File No. 333-286550 Ladies and Gentlemen: On behalf of Jaguar Health, Inc., a Delaware corporation (the “ Company ”), we submit the Company’s response to the comment letter received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) dated April 24, 2025, to the Company’s Registration Statement on Form S-3 filed with the Commission on April 15, 2025 (the “ S-3 ”). For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed such comment with the Company’s response. Concurrently with the submission of this letter, we are filing Amendment No. 1 to the Company’s S-3 with the Commission through EDGAR (the “ S-3/A ”), which reflects the Company’s edits with respect to the comments received by the Staff. All page references in the responses set forth below refer to page numbers in the S-3/A. Comment from the Staff’s Comment Letter dated April 24, 2025   Registration Statement on Form S-3 General   1. This registration statement was filed on Form S-3 and we note that a Form 8-K was filed on February 4, 2025 relating to a privately negotiated exchange agreement with a holder of royalty interest in the company which was entered into on January 28, 2025. It appears that the Form 8-K was not timely filed based on Item 3.02, therefore, you are not eligible to use Form S-3 pursuant to Instruction I.A of Form S-3. Please explain why you believe you are eligible to use this form or alternatively, please amend your registration statement on an appropriate form. Response : The Company would like to clarify that, while the privately negotiated exchange agreement (the “ Exchange Agreement ”) with a holder of royalty interest in the Company, as described in the Form 8-K filed on February 4, 2025 (the “ Form 8-K ”), was dated January 28, 2025, the Exchange Agreement only became a binding obligation on the parties thereto on January 29, 2025 when the shares issuable pursuant to the terms of the Exchange Agreement (the “Shares”) were issued and delivered to the investor named in the Exchange Agreement (the “Investor"). Therefore, we view the obligation to disclose the unregistered sales of equity securities under Item 3.02 of the Current Report on Form 8-K to have occurred on January 29, 2025, the date that the Shares were actually delivered. As a result, the Form 8-K was filed within the required four business day period following the actual date of the transaction, in compliance with Item 3.02 of Form 8-K. The Company has filed an amendment to the

 Form 8-K (the “ Form 8-K/A ”) on April 25, 2025 to reflect the correct date for the “Date of Report (date of earliest event reported).” Accordingly, we believe that the Company remains eligible to use Form S-3 pursuant to Instruction I.A of Form S-3. On behalf of the Company, thank you for your review of this letter and the S-3/A. If you have any further comments or questions, please do not hesitate to contact me by telephone at 212-549-0358 or by email to Michael.Lee@reedsmith.com. Very truly yours, /s/ Michael S. Lee Michael S. Lee For Reed Smith LLP cc: Lisa A. Conte Jonathan Wolin Carol Lizak Jaguar Health, Inc.

<DOCUMENT>
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<TEXT>
 April 24, 2025

Lisa A. Conte
Chief Executive Officer
Jaguar Health, Inc.
200 Pine Street, Suite 400
San Francisco, CA 94104

 Re: Jaguar Health, Inc.
 Registration Statement on Form S-3
 Filed April 15, 2025
 File No. 333-286550
Dear Lisa A. Conte:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-3
General

1. This registration statement was filed on Form S-3 and we note that a
Form 8-K was
 filed on February 4, 2025 relating to a privately negotiated exchange
agreement with a
 holder of royalty interest in the company which was entered into on
January 28,
 2025. It appears that the Form 8-K was not timely filed based on Item
3.02, therefore,
 you are not eligible to use Form S-3 pursuant to Instruction I.A of Form
S-3. Please
 explain why you believe you are eligible to use this form or
alternatively, please
 amend your registration statement on an appropriate form.
 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.
 April 24, 2025
Page 2

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Doris Stacey Gama at 202-551-3188 or Chris Edwards at
202-551-
6761 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Michael Lee, Esq.
</TEXT>
</DOCUMENT>

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April 29, 2024

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Jaguar Health, Inc.

Registration Statement on Form S-3

File No. 333-278861

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”) be declared effective by the Securities and Exchange
Commission on Wednesday, May 1, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes
each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw
this request for acceleration.

Please confirm effectiveness by advising our counsel,
Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

    /s/ Lisa A. Conte

    Lisa A. Conte

    Chief Executive Officer and President

Jaguar Health, Inc. ·
200 Pine Street, Suite 400 · San Francisco, CA 94104

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311
· https://jaguar.health

United States securities and exchange commission logo
April 29, 2024
Lisa Conte
Chief Executive Officer and President
Jaguar Health, Inc.
200 Pine Street, Suite 400
San Francisco, CA 94104
Re:Jaguar Health, Inc.
Registration Statement on Form S-3
Filed April 22, 2024
File No. 333-278861
Dear Lisa Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Lee, Esq.

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December 1, 2021

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Jaguar Health, Inc.

                                            Registration Statement on Form S-3

File No. 333-261283

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests
the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective
by the Securities and Exchange Commission on Friday, December 3, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes
each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or
withdraw this request for acceleration.

Please confirm effectiveness by advising our counsel,
Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

    Jaguar Health, Inc.

    /s/ Lisa A. Conte

    Lisa A. Conte

    Chief Executive Officer and President

Jaguar Health, Inc. •
200 Pine Street, Suite 400 • San Francisco, CA 94104

Tel: +1 (415) 371-8300
• Fax: +1 (415) 371-8311 • https://jaguar.health

United States securities and exchange commission logo
November 30, 2021
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
200 Pine Street, Suite 400
San Francisco, CA 94104
Re:Jaguar Health, Inc.
Registration Statement on Form S-3
Filed November 22, 2021
File No. 333-261283
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael S. Lee, Esq.

CORRESP
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​

June 7, 2021

Via EDGAR

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

Re:

 Jaguar Health, Inc.

 ​

​

 Registration Statement on Form S-3

 ​

​

 File No. 333-256634

 ​

​

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Wednesday, June 9, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

​

Jaguar Health, Inc.

 ​

​

 ​

​

 ​

/s/ Lisa A. Conte

 ​

Lisa A. Conte

 ​

Chief Executive Officer and President

 ​

​

Jaguar Health, Inc. • 200 Pine Street, Suite 400 • San Francisco, CA 94104

Tel: +1 (415) 371-8300 • Fax: +1 (415) 371-8311 • https://jaguar.health

United States securities and exchange commission logo
June 4, 2021
Lisa A. Conte
Chief Executive Officer
Jaguar Health, Inc.
200 Pine Street, Suite 400
San Francisco, CA 94104
Re:Jaguar Health, Inc.
Registration Statement on Form S-3
Filed May 28, 2021
File No. 333-256634
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael S. Lee, Esq.

CORRESP
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September 21, 2020

Via EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-3

File No. 333-248763

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Wednesday, September 23, 2020, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc. • 201 Mission Street, Suite 2375 • San Francisco, CA 94105

Tel: +1 (415) 371-8300 • Fax: +1 (415) 371-8311 • https://jaguar.health

United States securities and exchange commission logo
September 18, 2020
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
Filed September 11, 2020
File No. 333-248763
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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June 23, 2020

Via EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-3

File No. 333-238992

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Thursday, June 25, 2020, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc.  · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 ·  Fax: +1 (415) 371-8311 ·  https://jaguar.health

United States securities and exchange commission logo
June 22, 2020
Lisa Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
Re:Jaguar Health, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed June 9, 2020
File No. 001-36714
Dear Ms. Conte:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Lee

CORRESP
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    1510 Page Mill Road, Suite 110

                           Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

June 18, 2020

VIA EDGAR

        U.S. Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

        Attention: Laura Crotty

 Re: Jaguar Health, Inc.

                                                               Preliminary Proxy Statement on Schedule 14A

                                                               Filed June 9, 2020

                                                               File No. 001-36714

Dear Ms. Crotty:

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 June 17, 2020 (the “Letter”) regarding the Company’s above-referenced preliminary
proxy statement on Schedule 14A (the “Proxy Statement”). Contemporaneous with this filing, the Company is filing
on the EDGAR system Amendment No. 1 to the Proxy Statement (the “PRE 14A/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, 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 PRE 14A/A. Terms used but not defined herein have the respective meanings assigned
thereto in the PRE 14A/A.

Preliminary Proxy Statement on Schedule 14A filed June
9, 2020

Proposal 1, page 4

 1. We note that Proposal 1 seeks stockholder approval of a cashless exercise of the Series 3 Warrants in lieu of a cash exercise
price of $0.53 per share of common stock. We also note that you do not mention the cashless feature of the proposal until page
10 of the proxy statement. Please revise your disclosure to more prominently clarify this feature throughout the document, most
notably in the letter to stockholders and in the summary of Proposal 1 on page 4.

Response: The Company acknowledges
the Staff’s Comment, and in response thereto, has revised the disclosure throughout the PRE 14/A, including in the letter
to stockholders and in the summary of Proposal 1 on page 4 of the PRE 14/A, to highlight the cashless exercise feature of the Series
3 Warrants.

    NEW
    YORK ¨ LONDON ¨ HONG KONG ¨
    CHICAGO ¨ WASHINGTON, D.C. ¨
    BEIJING ¨ PARIS ¨ LOS ANGELES ¨
    SAN FRANCISCO ¨ PHILADELPHIA ¨
    SHANGHAI ¨ PITTSBURGH ¨ HOUSTON
    SINGAPORE ¨ MUNICH ¨ ABU DHABI ¨
    PRINCETON ¨ NORTHERN VIRGINIA ¨
    WILMINGTON ¨ SILICON VALLEY ¨
    DUBAI ¨ CENTURY CITY ¨ RICHMOND
    ¨ GREECE ¨KAZAKHSTAN

    Laura Crotty

Securities and Exchange Commission

Division of Corporation Finance

June 18, 2020

Page 2

 2. We note that Proposal 3 seeks approval to amend the Company’s certificate of incorporation to decrease the number
of authorized shares of common stock to 130,000,000 shares. Please also disclose the number of shares of common, non-voting and
preferred stock currently authorized under the certificate of incorporation so stockholders may understand the impact of the proposed
amendment.

Response: The Company acknowledges
the Staff’s Comment, and in response thereto, has revised the disclosure on page 17 of the PRE 14/A to disclose the number
of shares of common, non-voting and preferred stock currently authorized under the Company’s Third Amended and Restated Certificate
of Incorporation, as amended.

[remainder of page
intentionally left blank]

    Laura Crotty

Securities and Exchange Commission

Division of Corporation Finance

June 18, 2020

Page 3

Should you have any questions concerning
any of the foregoing, please contact me by telephone at (212) 549-0358.

    Sincerely,

    /s/ Michael S. Lee

    Michael S. Lee

    Reed Smith LLP

    Cc:
    Lisa A. Conte, Jaguar Health, Inc., by e-mail

    Jonathan Wolin, Jaguar Health, Inc., by e-mail

    Donald C. Reinke, Reed Smith LLP, by e-mail

United States securities and exchange commission logo
June 17, 2020
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
Filed June 5, 2020
File No. 333-238992
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Laura Crotty at (202) 551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Lee

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April 15, 2020

Via EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-1

File No. 333-236016

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Thursday, April 16, 2020, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc. · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 · https://jaguar.health

CORRESP
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April 13, 2020

Via EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-1

File No. 333-237587

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Wednesday, April 15, 2020, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa   A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc.  · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 ·  Fax: +1 (415) 371-8311 ·  https://jaguar.health

April 10, 2020
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-1
Filed April 6, 2020
File No. 333-237587
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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1510 Page Mill   Road, Suite 110
   Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

April 6, 2020

VIA EDGAR

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

Attention:  Ada D. Sarmento

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-1
 File No. 333-236016

Dear Ms. Sarmento:

On behalf of our client, Jaguar Health, Inc., a Delaware corporation (the “Company”), we hereby provide a response to a comment (the “Comment”) of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in its letter dated February 3, 2020 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-1 (the “Registration Statement”).  Contemporaneous with this response, the Company is filing on the EDGAR system Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

For your convenience, the Comment 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.  Terms used but not defined herein have the respective meanings assigned thereto in the Registration Statement.

Registration Statement on Form S-1 filed January 22, 2020

Incorporation of Information by Reference

1.                                      It appears that you are ineligible to incorporate by reference because you have not filed an annual report required under Section 13(a) or Section 15(d) of the Exchange Act for your most recently completed fiscal year as required by General Instruction VII.C of Form S-1. Please revise to include all of the disclosure required by Form S-1.

Response:  The Company acknowledges the Staff’s Comment and respectfully advises that the Company has filed its Form 10-K for the fiscal year ended December 31, 2019 (“2019 Form 10-K”), revised its disclosure accordingly on page 36 of Amendment No. 1 to incorporate the 2019 Form 10-K by reference, and included disclosure of such other required information under the sections in Amendment No. 1 entitled “Directors, Executive Officers, Promoters and Control Persons,” “Executive Compensation,” “Certain Relationships and Related Person Transactions” and “Principal Accountant Fees and Services.”

[remainder of page intentionally left blank]

NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH · HOUSTON SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE · KAZAKHSTAN

Ada D. Sarmento

Securities and Exchange Commission

Division of Corporation   Finance
   April 6, 2020
   Page 2

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0358.

Sincerely,

/s/   Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:                             Lisa A. Conte, Jaguar Health, Inc., by e-mail

Jonathan Wolin, Jaguar Health, Inc., by e-mail

Donald C. Reinke, Reed Smith LLP, by e-mail

February 3, 2020
Lisa A. Conte
Chief Executive Officer
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, CA 94105
Re:Jaguar Health, Inc.
Registration Statement on Form S-1
Filed January 22, 2020
File No. 333-236016
Dear Ms. Conte:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Registration Statement on Form S-1
Incorporation of Information by Reference, page 138
1.It appears that you are ineligible to incorporate by reference because you have not filed an
annual report required under Section 13(a) or Section 15(d) of the Exchange Act for your
most recently completed fiscal year as required by General Instruction VII.C of Form S-
1. Please revise to include all of the disclosure required by Form S-1.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameLisa A. Conte
 Comapany NameJaguar Health, Inc.
 February 3, 2020 Page 2
 FirstName LastName
Lisa A. Conte
Jaguar Health, Inc.
February 3, 2020
Page 2
            Please contact Ada D. Sarmento at 202-551-3798 or Joe McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Donald C. Reinke, Esq.

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October 28, 2019

Via EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-1

File No. 333-233989

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Wednesday, October 30, 2019, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc. • 201 Mission Street, Suite 2375 • San Francisco, CA 94105

Tel: +1 (415) 371-8300 • Fax: +1 (415) 371-8311 • https://jaguar.health

CORRESP
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1510 Page Mill   Road, Suite 110

Palo Alto, CA 94304
   +1 650 352 0500
   Fax +1 650 352 0699
    reedsmith.com

October 22, 2019

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-1
 File No. 333-233989

Dear Mr. Gabor:

On behalf of our client, Jaguar Health, Inc., a Delaware corporation (the “Company”), we hereby provide a response to a comment (the “Comment”) of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in its letter dated October 11, 2019 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-1 (the “Registration Statement”).  Contemporaneous with this response, the Company is filing on the EDGAR system Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

For your convenience, the Comment 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.  Terms used but not defined herein have the respective meanings assigned thereto in the Registration Statement.

Registration Statement on Form S-1 filed September 27, 2019

Exhibits

1.                                      We note that Article XIII of your Amended and Restated Certificate of Incorporation and Section 7.13 of your Amended and Restated Bylaws identify the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether these provisions apply to actions arising under the Securities Act or Exchange Act. In this regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If these provisions apply to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If these provisions do not apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform investors in future filings that these provisions do not apply to any actions arising under the Securities Act or Exchange Act. Please also describe the savings clause and subject matter jurisdiction carve out referenced in your Amended and Restated Bylaws.

NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH · HOUSTON SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE ·KAZAKHSTAN

Jeffrey Gabor

Securities and Exchange Commission

Division   of Corporation Finance
   October 22, 2019
    Page 2

Response:  The Company acknowledges the Staff’s Comment and respectfully advises that it has revised its disclosure on page 19 of Amendment No. 1 to clarify the intent of the Company’s forum selection provision and describe the savings clause and subject matter jurisdiction carve out referenced in the Company’s Amended and Restated Bylaws. The Company currently has a separate risk factor set forth in its periodic reports titled “Our amended and restated bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.” In future annual reports on Form 10-K and other future flings where applicable, the Company advises the Staff that it will revise this risk factor to clarify that its forum selection provision does not apply to actions arising under the Securities Act or Exchange Act.

[remainder of page intentionally left blank]

Jeffrey Gabor

Securities and Exchange Commission

Division   of Corporation Finance
   October 22, 2019
    Page 3

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0358.

Sincerely,

/s/   Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:                             Lisa A. Conte, Jaguar Health, Inc., by e-mail

Jonathan Wolin, Jaguar Health, Inc., by e-mail

Donald C. Reinke, Reed Smith LLP, by e-mail

October 11, 2019
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, CA
Re:Jaguar Health, Inc.
Registration Statement on Form S-1
Filed September 27, 2019
File No. 333-233989
Dear Ms. Conte:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Registration Statement on Form S-1 filed September 27, 2019
Exhibits
1.We note that Article XIII of your Amended and Restated Certificate of Incorporation and
Section 7.13 of your Amended and Restated Bylaws identify the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether these provisions apply to actions arising under the
Securities Act or Exchange Act.  In this regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If these provisions apply to Securities Act claims, please also
revise your prospectus to state that there is uncertainty as to whether a court would

 FirstName LastNameLisa A. Conte
 Comapany NameJaguar Health, Inc.
 October 11, 2019 Page 2
 FirstName LastName
Lisa A. Conte
Jaguar Health, Inc.
October 11, 2019
Page 2
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.  If these provisions do not apply
to actions arising under the Securities Act or Exchange Act, please tell us how you will
inform investors in future filings that these provisions do not apply to any actions arising
under the Securities Act or Exchange Act.  Please also describe the savings clause and
subject matter jurisdiction carve out referenced in your Amended and Restated Bylaws.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Lee, Esq.

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July 16, 2019

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Jeffrey Gabor

Re:

Jaguar   Health, Inc.

Registration   Statement on Form S-1

File   No. 333-231399

Ladies and Gentlemen:

As representative of the several underwriters of the proposed public offering of securities of Jaguar Health, Inc. (the “Company”), we hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on Thursday July 18, 2019, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very   truly yours,

Ladenburg Thalmann & Co. Inc.

By:

/s/ Nicholas Stergis

Name:   Nicholas Stergis

Title:   Managing Director, Investment Banking

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July 16, 2019

Via EDGAR

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

Re:                             Jaguar Health, Inc.

Registration Statement on Form S-1

File No. 333-231399

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Thursday, July 18, 2019, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Donald C. Reinke, Esq. and Michael S. Lee, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa   A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc. ·  201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300  · Fax: +1 (415) 371-8311  · https://jaguar.health

June 19, 2019
Lisa Conte
Chief Executive Officer
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, CA 94105
Re:Jaguar Health, Inc.
Registration Statement on Form S-1
Filed June 12, 2019
File No. 333-232078
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

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June 19, 2019

Via Email and EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-1

Filed on June 12, 2019
 File No. 333-232082

Ladies and Gentlemen:

Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Friday, June 21, 2019, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Animal Health, Inc. · 185 Berry Street, Suite 1300 · San Francisco, CA 94107

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 · www.jaguaranimalhealth.com

CORRESP
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June 19, 2019

Via Email and EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-1

Filed on June 12, 2019
 File No. 333-232078

Ladies and Gentlemen:

Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Friday, June 21, 2019, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc.  · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 ·  Fax: +1 (415) 371-8311 ·  https://jaguar.health

May 17, 2019
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, CA 94105
Re:Jaguar Health, Inc.
Registration Statement of Form S-1
Filed May 10, 2019
File No. 333-231399
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Michael Lee, Esq.

April 30, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Michael Lee - Reed Smith LLP

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1510 Page Mill   Road, Suite 110
   Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

April 23, 2019

VIA EDGAR

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

Attention:  Dorrie Yale

Re:                             Jaguar Health, Inc.
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed April 9, 2019
 File No. 001-36714

Dear Ms. Yale:

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 April 19, 2019 (the “Letter”) regarding the Company’s above-referenced revised preliminary proxy statement on Schedule 14A (the “Proxy Statement”).  Contemporaneous with this filing, the Company is filing on the EDGAR system Amendment No. 2 to the Proxy Statement (the “PRE 14A/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, 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 PRE 14A/A. Terms used but not defined herein have the respective meanings assigned thereto in the PRE 14A/A.

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.

Response:  The Company acknowledges the Staff’s Comment, and in response thereto, has revised the disclosure on page 33 of the PRE 14/A to reflect recent developments and on page 35 of the PRE 14A/A to correct the percentage of the Company’s outstanding shares of common stock and non-voting common stock represented by the 40 million shares that may be sold to Oasis Capital under the agreement.

NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ WASHINGTON, D.C. ¨ BEIJING ¨ PARIS ¨ LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI ¨ PITTSBURGH ¨ HOUSTON SINGAPORE ¨ MUNICH ¨ ABU DHABI ¨ PRINCETON ¨ NORTHERN VIRGINIA ¨ WILMINGTON ¨ SILICON VALLEY ¨ DUBAI ¨ CENTURY CITY ¨ RICHMOND ¨ GREECE ¨KAZAKHSTAN

Dorrie Yale

Securities and Exchange Commission

Division   of Corporation Finance

April 23,   2019

Page 2

1510 Page Mill   Road, Suite 110
   Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

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 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.

Response:  The Company acknowledges the Staff’s Comment and confirms that the shelf capacity calculations set forth in Exhibit A of the Company’s response letter dated April 9, 2019 included the amounts offered pursuant to the prior prospectus supplements.  The Company believes that the reason for the discrepancy between its calculation and the Staff’s calculation of capacity under General Instruction I.B.6 is that the actual price at which the Company issued shares to Oasis Capital (the “Sales Price”) was a price below the assumed issuance price (the “Assumed Price”) used for purposes of calculating the amount of all securities offered pursuant to General Instruction I.B.6 (“Assumed Value of Securities Offered”) that was set forth on the outside front cover of the applicable prospectus supplement as required under Instruction 7 of General Instruction I.B.6.  For example, the Company notes that the purchase shares offered for sale pursuant to the prospectus supplement filed on January 8, 2019 (the “January Prospectus Supplement”) were not sold at $0.75 per share for an aggregate sales price of $4,224,999.75.  Rather, those shares were sold for an aggregate sales price of $1,478,597.63 in accordance with the Common Stock Purchase Agreement, dated January 7, 2019, between the Company and Oasis Capital (the “January CSPA”) and as described in the January Prospectus Supplement, which provides that shares could be sold at a fixed price “or such other price agreed upon between the Company and [Oasis Capital].”

The shares issued under the prospectus supplements filed on January 7, 2019 and March 19, 2019 are governed by the January CSPA, and the shares issued under the prospectus supplement filed on April 1, 2019 are governed by the Common Stock Purchase Agreement, dated April 1, 2019, between the Company and Oasis Capital (the “April CSPA” and together with the January CSPA, the “CSPAs” or each, a “CSPA”).  Section 10(n) of the CSPAs provides that the Sales Price will be equal to a certain fixed price per share of Common Stock ($0.75 per share in the case of the January CSPA and $0.28 per share in the case of the April CSPA) “or such other price agreed upon between the Company and [Oasis Capital].”  The rationale for the fixed price component of this Sales Price formulation is that the fixed price, together with the other conditions set forth in the CSPAs, impose certain limitations upon the Company’s ability to require Oasis Capital to purchase shares under the CSPAs. The rationale for the “other price agreed upon” component of the Sales Price formulation is to give the Company the flexibility to conduct sales at prices below the fixed price, given the volatility of the Company’s stock price, which Oasis Capital accepted provided that such price would be mutually agreed upon at the time of sale.  This Sales Price formulation is described in the Company’s Current Reports on Form 8-K filed on January 8, 2019 and April 1, 2019 announcing the Company’s entry in the January CSPA and the April CSPA, respectively, as well as the Company’s Proxy Statements on Schedule 14A filed on January 18, 2019 and April 9, 2019.

NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ WASHINGTON, D.C. ¨ BEIJING ¨ PARIS ¨ LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI ¨ PITTSBURGH ¨ HOUSTON SINGAPORE ¨ MUNICH ¨ ABU DHABI ¨ PRINCETON ¨ NORTHERN VIRGINIA ¨ WILMINGTON ¨ SILICON VALLEY ¨ DUBAI ¨ CENTURY CITY ¨ RICHMOND ¨ GREECE ¨KAZAKHSTAN

Dorrie Yale

Securities and Exchange Commission

Division   of Corporation Finance

April 23,   2019

Page 3

1510 Page Mill   Road, Suite 110
   Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

In order to calculate the Assumed Value of Securities Offered at the time of the filing of each prospectus supplement, the Company utilized the Assumed Price for any offered but unissued shares under the existing or prior prospectus supplements (where the Assumed Price was the fixed price per share set forth in the applicable CSPA) and the Sales Price for any issued shares under the existing or prior prospectus supplements, which the Company believes is consistent with the requirement in Instruction 2 of General Instructions I.B.6 to “aggregate the gross proceeds of . . . sales” of all securities sold by or on behalf of the registrant. The Company notes that, as of the filing of the prospectus supplement on April 1, 2019, all shares offered for sale under the prospectus supplement filed on January 8, 2019, March 19, 2019 and March 25, 2019 had been sold.  As a result, the utilized capacity as of April 1, 2019 of $8,369,161.62 is comprised of (i) the actual aggregate gross proceeds of all securities offered and sold under the prospectus supplements filed on January 8, 2019, March 19, 2019 and March 25, 2019 equal to $2,769,161.62 and (ii) the Assumed Value of Securities Offered under the prospectus supplement filed on April 1, 2019 equal to $5,600,000.  The Company has attached hereto as Exhibit A an updated table of its shelf capacity calculations, which includes additional rows highlighting the difference between the Assumed Value of Securities Offered using the Assumed Price for each respective issuance and the actual value of securities sold calculated using the Sale Price for each respective issuance.  Based on these calculations, the Company believes that it has not offered shares in excess of its shelf capacity at any given time.

[remainder of page intentionally left blank]

NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ WASHINGTON, D.C. ¨ BEIJING ¨ PARIS ¨ LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI ¨ PITTSBURGH ¨ HOUSTON SINGAPORE ¨ MUNICH ¨ ABU DHABI ¨ PRINCETON ¨ NORTHERN VIRGINIA ¨ WILMINGTON ¨ SILICON VALLEY ¨ DUBAI ¨ CENTURY CITY ¨ RICHMOND ¨ GREECE ¨KAZAKHSTAN

Dorrie Yale

Securities and Exchange Commission

Division   of Corporation Finance

April 23,   2019

Page 4

1510 Page Mill   Road, Suite 110
   Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0358.

Sincerely,

/s/   Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:

Lisa A. Conte, Jaguar   Health, Inc., by e-mail

Karen Wright, Jaguar   Health, Inc., by e-mail

Donald C. Reinke, Reed Smith LLP, by e-mail

NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ WASHINGTON, D.C. ¨ BEIJING ¨ PARIS ¨ LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI ¨ PITTSBURGH ¨ HOUSTON SINGAPORE ¨ MUNICH ¨ ABU DHABI ¨ PRINCETON ¨ NORTHERN VIRGINIA ¨ WILMINGTON ¨ SILICON VALLEY ¨ DUBAI ¨ CENTURY CITY ¨ RICHMOND ¨ GREECE ¨KAZAKHSTAN

Exhibit A

Calculation of Shelf Capacity under General Instruction I.B.6 of Form S-3

Calculation Date:

1/8/2019

3/19/2019

3/25/2019

4/1/2019

Highest   Closing Sales Price in last 60 Days:

$

0.52

$

0.465

$

0.465

$

0.465

Total   Non-Affiliate Shares:

26,777,171

39,767,507

50,958,741

61,204,996

Market   Value of Non-Affiliate Shares:

$

13,924,128.92

$

18,491,890.76

$

23,695,814.57

$

28,460,323.14

Shelf   Capacity:

$

4,641,376.31

$

6,163,963.59

$

7,898,604.86

$

9,486,774.38

Total   Amount Utilized under Shelf in Last 12 Months (LTM)

$

0.00

$

778,597.63

$

4,842,926.74

$

2,769,161.62

Capacity   Remaining under Shelf Prior to Current Take-Down:

$

4,641,376.31

$

5,385,365.96

$

3,055,678.12

$

6,717,612.76

Amount   Utilized in LTM Assuming Sale of All Shares in Current Take-Down (using   Assumed Price for Shares Offered but Not Yet Sold):

$

4,224,999.75

$

5,127,289.88

$

5,109,193.14

$

8,369,161.62

Shares   Taken Down From Shelf:

5,633,333

8,000,000

1,331,332

20,000,000

Date on   Which All Shares in Take-Down Were Sold:

3/18/2019

3/26/2019

3/27/2019

N/A

Assumed   Value of Securities Offered in Take-Down:

$

4,224,999.75

$

4,348,692.25

$

266,266.40

$

5,600,000.00

Actual   Value of Securities Sold in Take-Down:

$

778,597.63

$

1,724,297.60

$

266,266.40

N/A

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

CORRESP
1
filename1.htm

1510 Page Mill   Road, Suite 110
   Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

April 9, 2019

VIA EDGAR

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

Attention:  Dorrie Yale

Re:                             Jaguar Health, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 22, 2019
 File No. 001-36714

Dear Ms. Yale:

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 April 4, 2019 (the “Letter”) regarding the Company’s above-referenced preliminary proxy statement on Schedule 14A (the “Proxy Statement”).  Contemporaneous with this filing, the Company is filing on the EDGAR system Amendment No. 1 to the Proxy Statement (the “PRE 14A/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, 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 PRE 14A/A. Terms used but not defined herein have the respective meanings assigned thereto in the PRE 14A/A.

Preliminary Proxy Statement on Schedule 14A

Proposal 5 — Approval of the Issuance of Shares of Common 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.

Response:  The Company acknowledges the Staff’s Comment, and in response thereto, has revised the disclosure on pages 28-29 and 30-31 of the PRE 14A/A to show the number of shares of common stock that may potentially be issued based on a range of Exercise Prices for both Proposal 5 and 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

NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH · HOUSTON SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE ·  KAZAKHSTAN

Dorrie Yale

Securities and Exchange Commission

Division   of Corporation Finance
   April 9, 2019
   Page 2

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 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.

Response:  The Company acknowledges the Staff’s Comment and has included on Exhibit A attached hereto the information requested by this Comment #1.  The Company has sold shares of common stock for aggregate consideration of $2,769,161.62 pursuant to General Instruction I.B.6 in the twelve months ending April 1, 2019 (the filing date of the latest prospectus supplement to the Company’s registration statement on Form S-3 (333-220236) (the “Form S-3”)).  These sales under General Instruction I.B.6 included an aggregate of $206,160.00 in January 2019, $348,474.99 in February 2019 and $2,214,526.33 in March 2019.  The amounts that remain available under General Instruction I.B.6 as of the date of the filing of the prospectus supplements on January 8, 2019, March 19, 2019, March 25, 2019 and April 1, 2019 are $4,601,105.25, $4,484,283.68, $2,468,962.04, and $5,834,771.82, respectively.

The Company calculated the applicable one-third aggregate market value limitation by determining, as of the date of each take down, the product of: (1) the number of the Company’s shares of common stock outstanding as of such date, excluding shares held by its affiliates, multiplied by (2) the highest closing price of the Company’s common stock on the Nasdaq Stock Market in the 60 days immediately preceding such date, by (3) 33%.

The Company notes that the statement in the prospectus supplement to the Form S-3 on April 1, 2019 that approximately $0.23 million of securities were sold was a clerical error.  The correct figure is approximately $8.3 million. The $0.23 million figure reflects the approximate I.B.6 capacity remaining as of April 1, 2019.

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

Dorrie Yale

Securities and Exchange Commission

Division   of Corporation Finance
   April 9, 2019
   Page 3

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.

Response:  The Company acknowledges the Staff’s Comment and respectfully submits that, in each of its Form S-3 prospectus supplements dated April 1, 2019, March 19, 2019 and January 8, 2019, it is registering the primary offering of the equity line shares to Oasis in reliance on Rule 415(a)(1)(x) of the Securities Act of 1933, as amended.  The Company believes it is able to register such offering pursuant to General Instruction I.B.6 of the Form S-3 Registration Statement because it confirmed that the total amount of securities issuable under the equity line agreement represent no more than one-third of the Company’s public float at the time of execution of the equity line agreement, as detailed in the Company’s response to Comment #2 above.  The Company has revised the disclosure on page 32 of the PRE 14A/A to make clear it is registering the offering of the equity line shares as a primary offering and not as an indirect primary offering nor a resale of shares by Oasis.

[remainder of page intentionally left blank]

Dorrie Yale

Securities and Exchange Commission

Division   of Corporation Finance
   April 9, 2019
   Page 4

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0358.

Sincerely,

/s/   Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:

Lisa A. Conte, Jaguar   Health, Inc., by e-mail

Karen Wright, Jaguar   Health, Inc., by e-mail

Donald C. Reinke, Reed   Smith LLP, by e-mail

Exhibit A

Calculation of Shelf Capacity under General Instruction I.B.6 of Form S-3

Calculation Date:

1/7/2019

3/19/2019

3/25/2019

4/1/2019

Highest   Closing Sales Price in last 60 Days:

$

0.52

$

0.465

$

0.465

$

0.465

Total   Non-Affiliate Shares:

26,777,171

39,767,507

50,958,741

61,204,996

Market   Value of Non-Affiliate Shares:

$

13,924,128.92

$

18,491,890.76

$

23,695,814.57

$

28,460,323.14

Shelf   Capacity:

$

4,641,376.31

$

6,163,963.59

$

7,898,604.86

$

9,486,774.38

Total   Amount Utilized under Shelf in Last 12 Months (LTM)

$

0.00

$

1,478,597.63

$

4,842,926.74

$

2,769,161.62

Capacity   Remaining under Shelf:

$

4,641,376.31

$

4,685,365.96

$

3,055,678.12

$

6,717,612.76

Amount   Utilized in LTM Assuming Sale of All Shares in Take-Down:

$

4,224,999.75

$

5,127,289.88

$

5,109,193.14

$

8,369,161.62

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

CORRESP
1
filename1.htm

September 28, 2018

Via Email and EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-1

Filed on September 12, 2018 and amended on September 28, 2018
 File No. 333-227292

Ladies and Gentlemen:

Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on Monday, October 1, 2018, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Donald C. Reinke of Reed Smith LLP, at (650) 352-0532.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc. · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 · https://jaguar.health

CORRESP
1
filename1.htm

September 28, 2018

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Re:

JAGUAR HEALTH, INC.

Registration Statement on   Form S-1 (Registration No. 333-227292)

Concurrence in Acceleration   Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), as underwriter for the above-referenced offering, hereby concurs in the request by Jaguar Health, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 P.M. Eastern Time on Monday, October 1, 2018, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act.  Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

Very truly yours,

H.C. WAINWRIGHT & CO.,   LLC

By:

/s/ Mark Viklund

Name: Mark Viklund

Title: Chief Executive   Officer

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

September 24, 2018
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, CA 94105
Re:Jaguar Health, Inc.
Registration Statement on Form S-1
Filed September 12, 2018
File No. 333-227292
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Donald C. Reinke, Esq.

CORRESP
1
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April 27, 2018

Via Email and EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-3

Filed on April 20, 2018
 File No. 333-224387

Ladies and Gentlemen:

Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on May 1, 2018, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc.  · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 ·  https://jaguar.health

CORRESP
1
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April 25, 2018

Via Email and EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-3

Filed on August 4, 2017 and amended on April 12, 2018
 File No. 333-219736

Ladies and Gentlemen:

Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on April 27, 2018, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc.  · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 ·  Fax: +1 (415) 371-8311 ·  https://jaguar.health

April 25, 2018
Lisa A. 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
Filed April 20, 2018
File No. 333-224387
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Irene Paik at 202-551-6553 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Michael Lee - Reed Smith LLP

CORRESP
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1510 Page Mill   Road, Suite 110
  Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

April 12, 2018

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
 Response dated February 23, 2018

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 March 9, 2018 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and prior response dated February 23, 2018.  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 1 to the Registration Statement (the “Amendment”)  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, 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.  Terms used but not defined herein have the respective meanings assigned thereto in the Registration Statement.

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% 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.

NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH · HOUSTON SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE ·KAZAKHSTAN

Jeffrey   Gabor

Securities   and Exchange Commission

Division   of Corporation Finance

April 12,   2018

Page 2

Response:  The Company acknowledges the Staff’s Comment and respectfully advises that it has removed the shares underlying the Tranche A Shares from the Registration Statement and will further evaluate its options with respect to the Tranche A Shares in light of the Staff’s Comment.  As a result, the Amendment now only covers the registration of the Tranche C Shares and the Expense Reimbursement Shares. None of the restrictions on the transfer and sale of shares by Nantucket applies to the Tranche C Shares or the Expense Reimbursement Shares as described on page 5 of the Amendment.

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.

Response:  The Company acknowledges the Staff’s Comment and respectfully refers the Staff to the Company’s response to comment 1 above.

[remainder of page intentionally left blank]

Jeffrey   Gabor

Securities   and Exchange Commission

Division   of Corporation Finance

April 12,   2018

Page 3

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 530-5586.

Sincerely,

/s/  Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:                             Lisa A. Conte, Jaguar Animal Health, Inc., by e-mail

Karen Wright, Jaguar Animal Health, Inc., by e-mail

Donald C. Reinke, Reed Smith LLP, by e-mail

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

CORRESP
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1510   Page Mill Road, Suite 110

Palo   Alto, CA 94304

+1   650 352 0500

Fax   +1 650 352 0699

reedsmith.com

February 23, 2018

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
 Response dated September 20, 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 October 6, 2017 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and prior response dated September 20, 2017, which responses we discussed during a telephone conversation with you and Mr. Chris Edwards on February 13, 2018.

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 have been restated in bold below in their entirety, with the Company’s corresponding response set forth immediately under such Comment. Terms used but not defined herein have the respective meanings assigned thereto in the Registration Statement.

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. It does not appear that you have a completed private placement for the following reasons:

·                  Nantucket does not 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; and

·                  They must surrender 50% of their remaining shares if the Hurdle Amount is achieved.

Additionally, while the consideration surrendered in exchange for the Tranche A shares was fixed at the time of the agreement, the agreement contemplated a surrender of shares remaining unsold at the time the Hurdle Amount is met. In effect, this provision results in Nantucket having paid a higher price per share for the shares it was able to sell. Therefore, it is not clear how you were able to determine that the Tranche A shares are non-assessable.

NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH · HOUSTON SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE ·KAZAKHSTAN

Jeffrey   Gabor
   Securities and Exchange Commission
    Division of Corporation   Finance
   February 23, 2018

Page   2

Response: The Company acknowledges the Staff’s Comment and respectfully advises that it believes the private placement has been completed because the Company has no further rights or obligations under the private placement, other than with respect to the registration of shares issued to Nantucket. Nantucket settled the outstanding debt that Napo owed to Nantucket in consideration of the Company’s issuance of shares to Nantucket.  In no event is the Company entitled to receive any Tranche A Shares from Nantucket or other compensation with respect thereto.  The number of shares issued by the Company as well as the consideration received by the Company for such issuance is fixed and will not change.

The fact that Nantucket may be required to transfer a portion of the Tranche A Shares to the Napo legacy stockholders if the Hurdle Amount is achieved does not mean that the private placement has not been completed.  Nantucket’s agreement to transfer a portion of the Tranche A Shares to the Napo legacy stockholders under certain circumstances is essentially a contractual side arrangement between Nantucket and the Napo legacy stockholders that was negotiated between such parties to provide Napo legacy stockholders with a financial incentive to approve the Merger and the settlement of the Nantucket debt. Any surrendered Tranche A Shares would go to the Napo legacy stockholders, not to the Company .  There are other instances in which the number of shares issued in a private placement is not fully settled at the time that such shares are registered for resale, such as where the selling stockholder enters into an agreement with a third party such that all or a portion of the registered shares are subject to call rights or where shares issuable upon conversion of a convertible note are registered, but the convertible note includes a mandatory redemption feature (resulting in the noteholder potentially receiving fewer shares than registered on the registration statement or none at all).

The consideration that Nantucket provided for the Tranche A Shares is not a specific dollar amount but rather a contractual agreement to settle Napo’s outstanding obligations under the financing agreement between Nantucket and Napo.  Nantucket accepted shares in the Company as the form of consideration since the Company and Napo were in the process of entering into a stock-for-stock merger and Napo did not have sufficient funds to settle its debt obligations to Nantucket in cash. The settlement of Napo’s debt obligations to Nantucket was a condition that the Company negotiated into the terms of the Merger Agreement since the Company was unwilling to acquire Napo unless Napo’s outstanding debt obligations to Nantucket were settled and fully satisfied.

The Hurdle that must be achieved in order to trigger Nantucket’s share surrender obligations is a dollar amount that increases each year and approximates the dollar value that Nantucket agreed to accept as consideration for the settlement of Napo’s outstanding obligations under the financing agreement between Napo and Nantucket. The price that Nantucket paid for the shares, i.e., the settlement and payoff of indebtedness owed to Nantucket, was fixed at the time the Merger closed.  The share surrender provision is effected pursuant to a contractual arrangement (i.e., the Investor Rights Agreement) that was agreed to by Nantucket for the benefit of the Napo legacy stockholders.  The surrender provisions are not set forth in the Company’s certificate of incorporation or otherwise intrinsic to the Tranche A Shares.  Furthermore, since there is no circumstance in which the Company could cause Nantucket to invest additional funds for the Tranche A Shares, the shares are non-assessable.

2.                                      We note your response to prior comment 2. Given that the resale is being used to satisfy the company’s debt obligations and Nantucket is obligated to sell Tranche A shares if a potential purchaser offers a specified minimum price, 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.

Jeffrey   Gabor
   Securities and Exchange Commission
   Division of Corporation Finance
   February 23, 2018

Page   3

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”).  The issuance of shares by the Company to Nantucket was intended to satisfy Napo’s (not the Company’s) debt obligations to Nantucket.  As discussed in the Company’s response to comment 1 above, the settlement and satisfaction in full of Napo’s obligations to Nantucket was a condition to the consummation of the Merger and a key factor in getting the Company’s approval for the Merger. Nantucket settled the outstanding debt that Napo owed to Nantucket in consideration of the Company’s issuance of shares to Nantucket concurrently with the consummation of the Merger.  As a result, the resale of shares by Nantucket has no impact on the Company’s or Napo’s debt obligations.

In addition, Nantucket has held the Tranche A Shares since they were issued by the Company on July 31, 2017. The length of time that Nantucket has held the Tranche A Shares indicates that it acquired the Tranche A Shares for investment purposes and to facilitate a business combination beneficial to Nantucket rather than as an underwriter with an intent to distribute the Tranche A Shares on behalf of the Company.

Lastly, due to the historically limited trading volume in the Common Stock (the average daily trading volume for the last thirty trading days ended February 21, 2018 was approximately 7.7 million shares) and the stock’s trading price (the average closing price for the last thirty trading days ended February 21, 2018 was approximately $0.142), the Company believes that Nantucket will likely need to continue to bear the market risk of a significant portion of its investment because it could be difficult for it to sell such a large number of shares into the public market without significantly reducing the price that it would receive.  To the extent that Nantucket does resell the Tranche A Shares, the Company will not be receiving any proceeds from such resale.  Nantucket will receive 100% of the proceeds from any shares that it resells.

[remainder of page intentionally left blank]

Jeffrey   Gabor
    Securities and Exchange   Commission
   Division of Corporation Finance
   February 23, 2018

Page   4

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 530-5586.

Sincerely,

/s/   Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:                             Lisa A. Conte, Jaguar Animal Health, Inc., by e-mail

Karen Wright, Jaguar Animal Health, Inc., by e-mail

Donald C. Reinke, Reed Smith LLP, by e-mail

February 15, 2018
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
Re:Jaguar Health, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 6, 2018
File No. 001-36714
Dear Ms. Conte:
            We have completed our review of your filing.  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 by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Donald C. Reinke, Esq.

CORRESP
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1510 Page Mill   Road, Suite 110
   Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

February 13, 2018

VIA EDGAR

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

Attention:  Chris Edwards

Re:                             Jaguar Health, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed February 6, 2018
 File No. 001-36714

Dear Mr. Edwards:

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 February 12, 2018 (the “Letter”) regarding the Company’s above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”).  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 1 to the Preliminary Proxy Statement (the “Amendment”)  reflecting the response 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 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 Amendment. Terms used but not defined herein have the respective meanings assigned thereto in the Amendment.

Preliminary Proxy Statement on Schedule 14A

Proposal 1, page 8

1.                                      Please expand your disclosure to specifically state whether you have any plans, proposals or arrangements, written or oral, to issue any of the newly authorized shares of common stock for general corporate or any other purposes. Please provide similar disclosure for Proposal 2 with respect to the newly authorized shares that will available as a result of the reverse stock split if that proposal is approved. If there are any such plans, please describe them.

Response:  The Company acknowledges the Staff’s Comment and respectfully advises the Staff that it has indicated on page 9 of the Amendment that, aside from (i) preliminary discussions with potential investors regarding the proposed issuance of Common Stock in one or more non-public capital raising transactions described in Proposal 3 of the Amendment, which may or may not occur and for which no definitive plans are currently in place, and (ii) the proposed increase to the number of shares of Common Stock authorized under the

NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH · HOUSTON SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE ·KAZAKHSTAN

Company’s 2014 Stock Incentive Plan by up to 41,060,000 shares as described in Proposal 4 of the Amendment, the Company currently does not have any plans, proposals or arrangements, written or oral, to issue any newly authorized securities.  We have provided similar disclosure on page 15 of the Amendment for Proposal 2 with respect to the newly authorized shares that will be available as a result of the reverse stock split if that proposal is approved.

Proposal 3, page 19

2.                                      Please disclose the maximum amount of discount to the market at which shares may be issued.

Response:  The Company acknowledges the Staff’s Comment and respectfully advises the Staff that the Company does not anticipate issuing shares in the proposed transactions contemplated in Proposal 3 at a discount to the current market price (which as of February 12, 2018, was $0.14 per share).  However, the Company may issue shares at a discount to the last publicly reported book value of $0.34 per share, which was the book value as of September 30, 2017.  Since NASDAQ Listing Rule 5635(d) requires stockholder approval prior to the issuance of securities in connection with a transaction other than a public offering involving the potential issuance by the Company of common stock at a price less than the greater of book or market value, the Company has indicated on page 19 of the Amendment that the maximum amount of discount to the greater of market and book value at which shares may be issued is 42%.

[remainder of page intentionally left blank]

2

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 530-5586.

Sincerely,

/s/   Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:                             Lisa A. Conte, Jaguar Animal Health, Inc., by e-mail

Karen Wright, Jaguar Animal Health, Inc., by e-mail

Donald C. Reinke, Reed Smith LLP, by e-mail

3

February 12, 2018
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
Re:Jaguar Health, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 6, 2018
File No. 001-36714
Dear Ms. Conte:
            We have limited our review of your filing to those issues we have addressed in
our 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 1, page 8
1.Please expand your disclosure to specifically state whether you have any plans, proposals
or arrangements, written or oral, to issue any of the newly authorized shares of common
stock for general corporate or any other purposes. Please provide similar disclosure for
Proposal 2 with respect to the newly authorized shares that will available as a result of the
reverse stock split if that proposal is approved. If there are any such plans, please describe
them.
Proposal 3, page 19
2.Please disclose the maximum amount of discount to the market at which shares may be
issued.

 FirstName LastNameLisa A. Conte
 Comapany NameJaguar Health, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Lisa A. Conte
Jaguar Health, Inc.
February 12, 2018
Page 2
            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 Chris Edwards at (202) 551-6761 or Mary Beth Breslin at (202) 551-3625
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Donald C. Reinke, Esq.

February 8, 2018
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
Jaguar Health, Inc.
Registration Statement on Form S-3
Filed January 31, 2018
File No. 333-222805Re:
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Chris Edwards at (202) 551-6761 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Donald C. Reinke, Esq.

CORRESP
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February 9, 2018

Via Email and EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-3

Filed January 31, 2018
 File No. 333-222805

Ladies and Gentlemen:

Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on February 12, 2018, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc.  · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 ·  Fax: +1 (415) 371-8311 ·  https://jaguar.health

CORRESP
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November 3, 2017

Via Email and EDGAR

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

Re:       Jaguar Health, Inc.
 Registration Statement on Form S-3

Filed October 20, 2017 and amended November 1, 2017
 File No. 333-221041

Ladies and Gentlemen:

Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission on November 6, 2017, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/   Lisa   A. Conte

Lisa A.   Conte

Chief   Executive Officer and President

Jaguar Health, Inc. · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 · https://jaguar.health

October 30, 2017
Lisa Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
Jaguar Health, Inc.
Registration Statement on Form S-3
Filed October 20, 2017
File No. 333-221041Re:
Dear Ms. Conte:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Michael Lee

October 6, 2017
Lisa  Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
CORRECTED
Jaguar Health, Inc.
Registration Statement on Form S-3
Response dated September 20, 2017
File No. 333-219736Re:
Dear Ms. Conte:
We have reviewed your September 20, 2017 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 August 24, 2017.
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.  It
does not appear that you have a completed private placement for the following reasons:
    •  Nantucket does not 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; and
    •  They must surrender 50% of their remaining shares if the Hurdle Amount is

Lisa  Conte
Jaguar Health, Inc.
October 6, 2017
Page 2
achieved.

Additionally, while the consideration surrendered in exchange for the Tranche A shares
was fixed at the time of the agreement, the agreement contemplated a surrender of shares
remaining unsold at the time the Hurdle Amount is met.  In effect, this provision results in
Nantucket having paid a higher price per share for the shares it was able to sell.
Therefore, it is not clear how you were able to determine that the Tranche A shares are
non-assessable.
2. We note your response to prior comment 2.  Given that the resale is being used to satisfy
the company's debt obligations and Nantucket is obligated to sell Tranche A shares if a
potential purchaser offers a specified minimum price, 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.
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.
Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please 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

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1510   Page Mill Road, Suite 110

Palo   Alto, CA 94304

+1   650 352 0500

Fax   +1 650 352 0699

reedsmith.com

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.

NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH · HOUSTON

SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE ·KAZAKHSTAN

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

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September 13, 2017

Via Email and EDGAR

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

Re:                             Jaguar Health, Inc.
 Registration Statement on Form S-3
 File No. 333-220236

Ladies and Gentlemen:

Jaguar Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) on September 14, 2017, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Health, Inc. · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 · https://jaguar.health

CORRESP
1
filename1.htm

1510   Page Mill Road, Suite 110

Palo   Alto, CA 94304

+1   650 352 0500

Fax   +1 650 352 0699

reedsmith.com

September 12, 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 29, 2017
 File No. 333-220236

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 September 11, 2017 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-3 (the “Registration Statement”).  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 1 to the Registration Statement on Form S-3 (the “S-3/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, 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 S-3/A. Terms used but not defined herein have the respective meanings assigned thereto in the S-3/A.

Form S-3 Filed August 29, 2017

Selling Shareholders, page 20

1.                                      Please expand the disclosure in this section regarding Invesco. In that regard, please disclose the material terms of the transaction in which selling stockholders acquired securities from you or any predecessor or affiliate in the past three years to disclose the material terms of that transaction, including the date of the transaction and the nature and amount of consideration.

Response:  The Company respectfully acknowledges the Staff’s Comment, and in response thereto, has expanded the disclosure in the Selling Shareholders section on page 20 of the S-3/A regarding Invesco to disclose the material terms of the transaction in which Invesco acquired securities from the Company or any predecessor or affiliate in the past three years.

NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ WASHINGTON, D.C. ¨ BEIJING ¨ PARIS ¨ LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI ¨ PITTSBURGH ¨ HOUSTON SINGAPORE ¨ MUNICH ¨ ABU DHABI ¨ PRINCETON ¨ NORTHERN VIRGINIA ¨ WILMINGTON ¨ SILICON VALLEY ¨ DUBAI ¨ CENTURY CITY ¨ RICHMOND ¨ GREECE ¨KAZAKHSTAN

Jeffrey   Gabor

Securities   and Exchange Commission

Division   of Corporation Finance

September 12,   2017

Page 2

General

2.                                      Please disclose how you calculated the public float, including how you determined the number of shares held by officers and directors of the company, 10% or greater shareholders, and the selling shareholders.

Response:  In response to the Staff’s comment, the Company has included on Exhibit A attached hereto its calculation of the public float.  For purposes of this calculation, the Company does not currently consider any of its shareholders who are not directors or executive officers of the Company, including any such shareholders owning 10% or more of the Company’s common stock, to be “affiliates” of the Company.

The term “affiliate” is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), as a “person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with,” an issuer. The term “control” is defined in Rule 405 under the Act as “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”

The Staff has consistently taken the position that the determination of “control” status is dependent in large part on the facts and circumstances involved and, therefore, has declined to state definitively what circumstances will result in a person being deemed to be in “control” of an issuer. While the Company recognizes that, as a rule of thumb, more than 10% ownership has become an informal benchmark at which control should be evaluated, such ownership, standing alone, is not dispositive.

Based on the most recent information available to the Company from NASDAQ, the only 10% or greater shareholder of the Company is Nantucket Investments Limited (“Nantucket”), which owns approximately 35.0% of the Company’s outstanding common stock as of July 31, 2017. Nantucket acquired all of its shares in the Company pursuant to a settlement and discounted payoff agreement, dated March 31, 2017 (the “Settlement Agreement”), by among Napo Pharmaceuticals, Inc. (“Napo”), a wholly-owned subsidiary of the Company, Nantucket and lenders who were party to Napo’s existing financing agreement, dated October 10, 2014 (the “Financing Agreement”), pursuant to which Napo agreed, simultaneously with the consummation of the merger with the Company on July 31, 2017 (the “Merger”), (a) to make a cash payment to the Nantucket 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 Nantucket 2,666,666 shares of the Company’s voting common stock (the “Initial Tranche C Shares”) owned by Napo and (y) pursuant to the Agreement and Plan of Merger, dated March 31, 2017, by and among the Company, Napo, Napo Acquisition Corporation, a wholly-owned subsidiary of the Company, and Napo’s representative (the “Merger Agreement”), to cause the Company to issue to Nantucket (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”).

Jeffrey   Gabor

Securities   and Exchange Commission

Division   of Corporation Finance

September 12,   2017

Page 3

In connection with the execution of the Merger Agreement and the Settlement Agreement, the Company and Nantucket 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 Nantucket’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 Nantucket.  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.  The Tranche B Shares are not included in Nantucket’s share ownership percentage because they are currently held escrow and shall be released from escrow under specified conditions only upon joint instruction of both the Company and Nantucket in accordance with the terms of the Investor Rights Agreement.

Nantucket is a passive investor and has reported its beneficial ownership on a Schedule 13G thereby disclaiming any control intent. Other factors evidencing that Nantucket is not an affiliate include:

·                  Neither Nantucket nor any representative of Nantucket has ever served as an officer of the Company.

·                  Nantucket does not possess the power, directly or indirectly, to elect or designate any member of the Company’s Board of Directors.

·                  Nantucket does not have the ability, by relationship, contract or otherwise, to affect the management or policies of the Company. Moreover, the Company’s management has indicated that Nantucket has not sought to consult on management activities of the Company.

·                  There are no other control indicia with respect to Nantucket. There are no familial relationships and, except as described above, no other business relationships between the Company and Nantucket.

3.                                      Please confirm that at the time of the purchase of the securities to be resold, the seller purchased in the ordinary course of business and did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. If you cannot make these representations on behalf of the selling shareholder, please identify it in the prospectus as an underwriter. Also, disclose the Item 507 of Regulation S-K information about any persons (entities or natural persons) who have control over the selling entity and who have had a material relationship with the registrant or any of its predecessors or affiliates within the past three years. In such case, please identify each such person and describe the nature of any relationships. For guidance, refer to our Regulation S-K Compliance and Disclosure Interpretations 140.02.

Response:  The Company acknowledges the Staff’s Comment and respectfully confirms that at the time of the purchase of the securities to be resold, each of the sellers purchased in the ordinary course of business and did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. In addition, the Company respectfully advises that no person who has control over either of the selling entities has a material relationship with the Company or its predecessors or affiliates within the past three years.

[remainder of page intentionally left blank]

Jeffrey   Gabor

Securities   and Exchange Commission

Division   of Corporation Finance

September 12,   2017

Page 4

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 530-5586.

Sincerely,

/s/   Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:                             Lisa A. Conte, Jaguar Animal Health, Inc., by e-mail

Karen Wright, Jaguar Animal Health, Inc., by e-mail

Dan Harris, BDO USA, LLP, by e-mail

Donald C. Reinke, Reed Smith LLP, by e-mail

Exhibit A

Public Float Calculations

Calculation Date: July 31, 2017 (29 days before filing date)

Closing Sale Price: $0.56 per share

Outstanding Shares: 67,430,585 shares

Affiliate-Owned Shares (shares owned by directors and officers):

Stockholder

Affiliation

Shares

James J. Bochnowski

Director

578,576

Lisa Conte

Executive Officer and Director

11,297

Steven King

Executive Officer

6,636

Total Affiliate Shares: 605,509 shares

Total Non-Affiliate Shares: 66,825,076 shares

Market Value of Non-Affiliate Shares: $37,422,042.56

September 11, 2017
Lisa Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
Jaguar Health, Inc.
Registration Statement on Form S-3
Filed August 29, 2017
File No. 333-220236Re:
Dear Ms. Conte:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-3 Filed August 29, 2017
Selling Shareholders, page 20
1. Please expand the disclosure in this section regarding Invesco.  In that regard, please
disclose the material terms of the transaction in which selling stockholders acquired
securities from you or any predecessor or affiliate in the past three years to disclose the
material terms of that transaction, including the date of the transaction and the nature and
amount of consideration.

Lisa Conte
Jaguar Health, Inc.
September 11, 2017
Page 2
General
2. Please disclose how you calculated the public float, including how you determined the
number of shares held by officers and directors of the company, 10% or greater
shareholders, and the selling shareholders.
3. Please confirm that at the time of the purchase of the securities to be resold, the seller
purchased in the ordinary course of business and did not have any agreements or
understandings, directly or indirectly, with any person to distribute the securities.  If you
cannot make these representations on behalf of the selling shareholder, please identify it
in the prospectus as an underwriter.  Also, disclose the Item 507 of Regulation S-K
information about any persons (entities or natural persons) who have control over the
selling entity and who have had a material relationship with the registrant or any of its
predecessors or affiliates within the past three years.  In such case, please identify each
such person and describe the nature of any relationships.  For guidance, refer to our
Regulation S-K Compliance and Disclosure Interpretations 140.02.
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.
Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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

August 24, 2017
Lisa  Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
Jaguar Health, Inc.
Registration Statement on Form S-3
Filed August 4, 2017
File No. 333-219736Re:
Dear Ms. Conte:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-3 Filed August 4, 2017
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.

Lisa  Conte
Jaguar Health, Inc.
August 24, 2017
Page 2

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.
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.
Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please 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

Mail Stop 4546

 July 6, 2017

Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105

Re: Jaguar Animal Health, Inc.
  Form 10 -K for Fiscal Year Ended December 31, 2016
  Filed February 15, 2017
  File No. 001 -36714

Dear Ms. Conte :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare &  Insurance

cc: Michael Lee, Esq.
 Reed Smith LLP

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July 5, 2017

Via Email and EDGAR

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

Re:

Jaguar Animal Health, Inc.

Registration Statement on Form S-4

File No. 333-217364

Ladies and Gentlemen:

Jaguar Animal Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-4 (as amended, the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) on July 6, 2017, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Donald C. Reinke of Reed Smith LLP, at (650) 352-0532.

Very truly yours,

Jaguar Animal Health, Inc.

/s/ Lisa   A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Animal Health, Inc. · 201 Mission Street, Suite 2375 • San Francisco, CA 94105

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 • www.jaguaranimalhealth.com

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1510 Page Mill   Road, Suite 110
  Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

June 30, 2017

VIA EDGAR

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

Attention:                 Suzanne Hayes
 Assistant Director

Re:                             Jaguar Animal Health, Inc.
 Amendment No. 4 to Registration Statement on Form S-4
 Filed June 28, 2017
 File No. 333-217364

Dear Ms. Hayes:

On behalf of our client, Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), we hereby provide a response to a comment (the “Comment”) of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in its letter dated June 30, 2017 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”).  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 5 to the Registration Statement on Form S-4 (the “S-4/A”) reflecting the response of the Company below.

The Company’s response is numbered to correspond to the Comment as numbered in the Letter.  For your convenience, the Comment 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 response below, page number references are to the S-4/A.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 153

1.                                      Please refer to your response to comment four. Please revise your disclosure on pages 169 and F-39 to clarify that you also received $1,048,689 designated as reimbursement for past product development expense.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on pages 169 and F-39 of the S-4/A to clarify that it also received $1,048,689 designated as reimbursement for past product development expense.

[remainder of page intentionally left blank]

NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH · HOUSTON SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE ·KAZAKHSTAN

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 530-5586.

Sincerely,

/s/   Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:          Lisa A. Conte, Jaguar Animal Health, Inc., by e-mail
 Karen Wright, Jaguar Animal Health, Inc., by e-mail
 Dan Harris, BDO USA, LLP, by e-mail
 Donald C. Reinke, Reed Smith LLP, by e-mail

2

Mail Stop 4546

 June 30, 2017

Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105

Re: Jaguar Animal Health, Inc.
 Amendment No. 4  to Registration Statement on Form S -4
Filed June  28, 2017
  File No. 333 -217364

Dear Ms. Conte :

We have reviewed your amended registration statement  and have the following comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in y our
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our June 9, 2017  letter .

Management’s Discussion and Analysis of Financial Condition and Results of  Operations
Overview, page 153

1. Please refer to your response to comment four.   Please revise your disclosure on pages
169 and F -39 to clarify that you also rece ived $1,048,689 designated as reimbursement
for past product development expense.

Lisa A. Conte
Jaguar Animal Health, Inc.
June 30, 2017
Page 2

 You may contact  Vanessa Robertson at (202) 551 -3649 or Lisa Vanjoske at (202) 551 -
3614 i f you have questions regarding comments on the financial statements and related matters.
Please contact Jeffrey Gabor  at (202) 551 -2544 or Chris Edwards at (202) 551 -6761 with any
other questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of  Healthcare & Insurance

cc: Michael Lee, Esq.
 Reed Smith LLP

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1510 Page Mill   Road, Suite 110
   Palo Alto, CA 94304
    +1 650 352 0500
 Fax +1 650 352 0699
 reedsmith.com

June 23, 2017

VIA EDGAR

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

Attention:                                         Suzanne Hayes

Assistant Director

Re:                             Jaguar Animal Health, Inc.
 Amendment No. 2 to Registration Statement on Form S-4
 Filed May 26, 2017
 File No. 333-217364

Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2016

File No. 001-36714

Dear Ms. Hayes:

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 its letter dated June 9, 2017 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”) and Annual Report on Form 10-K (the “Annual Report”).  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 3 to the Registration Statement on Form S-4 (the “S-4/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 S-4/A.

General

1.                                      We note that you have a pending request for confidential treatment. Please be advised that we will not be in a position to declare your registration statement effective until we resolve any issues concerning the confidential treatment request.

Response:  The Company respectfully acknowledges the Staff’s Comment and understands that the Commission will not be in a position to declare the Registration Statement effective until it has resolved any issues concerning the confidential treatment request.

NEW YORK · LONDON · HONG KONG · CHICAGO · WASHINGTON, D.C. · BEIJING · PARIS · LOS ANGELES · SAN FRANCISCO · PHILADELPHIA · SHANGHAI · PITTSBURGH · HOUSTON SINGAPORE · MUNICH · ABU DHABI · PRINCETON · NORTHERN VIRGINIA · WILMINGTON · SILICON VALLEY · DUBAI · CENTURY CITY · RICHMOND · GREECE ·KAZAKHSTAN

Suzanne   Hayes
   Securities and Exchange Commission
    Division of Corporation   Finance
   June 23, 2017
   Page 2

Merger Consideration, page 18

2.                                      We note your response to prior comment 6. Please include prominent disclosure that at the current market value of the shares the resale of the Tranche A shares to third parties will not provide Nantucket sufficient proceeds to satisfy the applicable Hurdle Amount.

Response:  The Company respectfully acknowledges the Staff’s Comment and, in response thereto, has revised the disclosure on the outside cover page of  the joint proxy statement/prospectus within the Registration Statement and elsewhere throughout the Registration Statement to include prominent disclosure that at the current market value of the shares, the resale of the Tranche A Shares to third parties would not provide Nantucket with sufficient proceeds to satisfy the applicable Hurdle Amount.

Napo Business, page 118

3.                                      We note your revised disclosure in response to prior comment 16. Safety and efficacy determinations are solely within the FDA’s authority. As your product candidates have not received FDA approval, it is premature to state that they are safe or effective. To the extent that your clinical trials support the statements, you may state that your product candidates have shown to be well tolerated and demonstrated statistically significant improvements. Please revise your statement “Crofelemer was effective in shortening the duration of traveler’s diarrhea by 21%” and all other statements indicating that your products are safe and effective.

Response:  The Company respectfully acknowledges the Staff’s Comment and, in response thereto, has revised the disclosure on pages 134 and 138 of the S-4/A to replace statements indicating that Napo’s product candidates are safe and effective with a statement that such candidates have shown to be well tolerated and provided statistically significant results.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, page 153

4.                                      You disclose that Jaguar received a $1.5 million upfront payment under the terms of the Elanco agreement. The $1.5 million is also disclosed on pages 166 and F-39. However, the disclosure on page 158 and elsewhere in the document states that the initial upfront payment was $2,548,689. Please explain the difference or revise.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on pages 161 and F-74 of the S-4/A to clarify that it received $2,548,689 on the execution of the Elanco agreement and explain the components of the upfront payment. The upfront payment consisted of two components: (i) a non-refundable, non-creditable amount of $1,500,000 and (ii) $1,048,689 designated as reimbursement for past product development expense incurred by the Company in an acute trial and safety study.

Suzanne   Hayes
    Securities and Exchange   Commission
 Division of Corporation Finance
   June 23, 2017
   Page 3

Unaudited Interim Financial Statements

Notes to the Condensed Financial Statements, page F-44

5.                                      Please note that your interim financial statements must include all adjustments that, in the opinion of management, are necessary to make the financial statements not misleading and an affirmative statement to this affect must be included in your disclosures. If true, please revise to add this disclosure. Reference is made to Regulation S-X, Rule 8-03, Instruction 2. In addition, please clearly label the notes as unaudited.

Response:  The Company respectfully acknowledges the Staff’s comment and, in response thereto, has revised the disclosure on page F-46 of the S-4/A to include an affirmative statement that its interim financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of its financial position and results of operations.  In addition, the Company has revised the heading to the Notes to the Condensed Financial Statements on pages F-44 to F-75 to make clear that such notes relate to the unaudited financial statements.

Summary of Significant Accounting Policies

Revenue Recognition

Collaboration Revenue, page F-48

6.                                      We note that under the terms of the Elanco agreement you will receive additional payments upon achievement of certain development, regulatory and sales milestones in the aggregate amount of up to $61.0 million. Please revise your disclosure to describe each substantive milestone and the related contingent consideration. Refer to ASC 605-28-50-2b.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page F-74 of the S-4/A to describe each substantive milestone and the related contingent consideration under the Elanco agreement.

Form 10-K/A for Fiscal Year Ended December 31, 2016

Exhibits 31.1 and 31.2

7.                                      The executive certifications you have filed as exhibits to your Form 10-K/A do not contain the exact certification wording required by Item 601(b)(31) of Regulation S-K. Please confirm that in your future filings you will revise the certifications to include the entire introductory language of paragraph 4 to also address your officers´ responsibility for establishing and maintaining internal control over financial reporting.

Response:  The Company respectfully acknowledges the Staff’s comment and confirms that in its future filings, it will revise the certifications to include the entire introductory language of paragraph 4 to address its officers’ responsibility for establishing and maintaining internal control over financial reporting.

[remainder of page intentionally left blank]

Suzanne   Hayes
   Securities and Exchange Commission
    Division of Corporation   Finance
   June 23, 2017
   Page 4

Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 530-5586.

Sincerely,

/s/   Michael S. Lee

Michael   S. Lee

Reed   Smith LLP

Cc:                             Lisa A. Conte, Jaguar Animal Health, Inc., by e-mail

Karen Wright, Jaguar Animal Health, Inc., by e-mail

Dan Harris, BDO USA, LLP, by e-mail
 Donald C. Reinke, Reed Smith LLP, by e-mail

Mail Stop 4546

 June 9 , 2017

Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105

Re: Jaguar  Animal Health, Inc.
 Amendment No. 2  to Registration Statement on Form S -4
Filed May 26 , 2017
  File No. 333 -217364
  Amendment No. 1 to  Form 10 -K for Fiscal Year Ended December 31, 2016
  File No. 001 -36714

Dear Ms. Conte :

We have reviewed your amended filings  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 stateme nt 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 May 15, 2017  letter .

Registration Statement on Form S -4

General

1. We n ote that you have a pending request for confidential treatment.   Please be advised
that we will not be in a position to declare your registration statement effective until we
resolve any issues concerning the confidential treatment request.

Lisa A. Conte
Jaguar Animal Health, Inc.
June 9, 2017
Page 2

 Merger Consideration, page 18

2. We note your response to prior comment 6.  Please include prominent disclosure that at the
current market value of the shares the resale of the Tranche A shares to third parties will not
provide Nantucket sufficient proceeds to satisfy the applicable Hurdl e Amount.

Napo Business, page 118

3. We note your revised disclosure in response to prior comment 16.  Safety and efficacy
determinations are solely within the FDA’s authority.  As your product candidates have
not received FDA approval, it is premature to state that they are safe or effective.   To the
extent that your clinical trials support the statements, you may state that your product
candidates have shown to be well tolerated and demonstrated statistically significant
improvements.  Please revise yo ur statement “Crofelemer was effective in shortening the
duration of traveler’s diarrhea by 21%” and all other statements indicating that your
products are safe and effective.

Management’s Discussion and Analysis of Financial Condition and Results of  Oper ations
Overview, page 153

4. You disclose that Jaguar received a $1.5 million upfront payment under the terms of the
Elanco agreement.   The $1.5 million is also disclosed on pages 166 and F -39.  However,
the disclosure on page 158 and elsewhere in the docume nt states that the initial upfront
payment was $2,548,689.  Please explain the difference or revise.

Unaudited Interim Financial Statements
Notes to the Condensed Financial Statements, page F -44

5. Please note that your interim financial statements must inc lude all adjustments that, in the
opinion of management, are necessary to make the financial statements not misleading
and an affirmative statement to this affect must be included in your disclosures.  If true,
please revise to add this disclosure.   Refere nce is made to Regulation S -X, Rule 8 -03,
Instruction 2.   In addition, please clearly label the notes as unaudited.

Summary of Significant Accounting Policies
Revenue Recognition
Collaboration Revenue, page F -48

6. We note that under the terms of the Elanco  agreement you will receive additional
payments upon achievement of certain development, regulatory and sales milestones in
the aggregate amount of up to $61.0 million.  Please revise your disclosure to describe
each substantive milestone and the related c ontingent consideration.   Refer to ASC 605 -
28-50-2b.

Lisa A. Conte
Jaguar Animal Health, Inc.
June 9, 2017
Page 3

 Form 10 -K/A for Fiscal Year Ended December 31, 2016

Exhibits 31.1 and 31.2

7. The executive certifications you have filed as exhibits to your Form 10 -K/A do not
contain the exact certification wording r equired by Item 601(b)(31) of Regulation SK.
Please confirm that in your future filings you will revise the certifications to include the
entire introductory language of paragraph 4 to also address your officers´ responsibility
for establishing and maintai ning internal control over financial reporting.

You may contact  Vanessa Robertson at (202) 551 -3649  or Lisa Vanjoske at (202) 551 -
3614 i f you have questions regarding comments on the financial statements and related matters.
Please contact Jeffrey Gabor  at (202) 551 -2544 or Chris Edwards at (202) 551 -6761 with any
other questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare & Insurance

cc: Michael Lee, Esq.
 Reed Smith LLP

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1510 Page Mill   Road, Suite 110
  Palo Alto, CA 94304

+1 650 352 0500

Fax +1 650 352 0699

reedsmith.com

May 26, 2017

VIA EDGAR

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

Attention:  Suzanne Hayes
                   Assistant Director

Re:                             Jaguar Animal Health, Inc.
 Registration Statement on Form S-4
 Filed April 18, 2017
 File No. 333-217364

Form 10-K for Fiscal Year Ended December 31, 2016

Filed February 15, 2017

File No. 001-36714

Dear Ms. Hayes:

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 its letter dated May 15, 2017 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”) and Annual Report on Form 10-K (the “Annual Report”).  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 2 to the Registration Statement on Form S-4 (the “S-4/A”) and Amendment No. 1 to the Annual Report on Form 10-K (the “10-K/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 S-4/A and 10-K/A, as applicable.

General

1.                                      Please revise your registration statement and proxy card to allow for separate voting on the increase of authorized shares of common stock, authorization of non-voting common stock, and Nantucket’s prior written consent for issuance of dividends. You may condition the completion of the transaction on shareholder approval of the separate proposals.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the Registration Statement and proxy card to allow for separate voting for the above-referenced matters as requested.

2.                                      Please include prominent disclosure quantifying the minimum Hurdle Amounts needed for the vesting of the contingent rights to be issued in the merger and that Napo shareholders may not receive any shares of Jaguar in the merger. Please also disclose the minimum time period that Napo

NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ WASHINGTON, D.C. ¨ BEIJING ¨ PARIS ¨ LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI ¨ PITTSBURGH ¨ HOUSTON SINGAPORE ¨ MUNICH ¨ ABU DHABI ¨ PRINCETON ¨ NORTHERN VIRGINIA ¨ WILMINGTON ¨ SILICON VALLEY ¨ DUBAI ¨ CENTURY CITY ¨ RICHMOND ¨ GREECE ¨KAZAKHSTAN

holders will need to wait prior to the vesting of the contingent rights. It would appear from disclosure on page 10 that the contingent rights will not vest for at least three years.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on the outside cover page of the joint proxy statement/prospectus within the Registration Statement and elsewhere throughout the Registration Statement to include prominent disclosure quantifying the minimum Hurdle Amounts, that Napo shareholders may not receive any shares of Jaguar in the merger, and the minimum time period that Napo shareholders will need to wait prior to the vesting of the contingent rights.  In the revised disclosure, the Company has clarified that although the contingent rights will vest upon the satisfaction of the applicable Hurdle Amount, Jaguar may defer making the final determination of the shares issuable to the contingent right holders until the later of (i) the date when any and all indemnification claims timely made under the merger agreement are satisfied and (ii) April 1, 2020.

Questions and Answers about the Merger, page 9

3.                                      Please provide a Q&A describing the conditions to the merger. We note the related discussion in your summary and that the merger will not be completed unless Jaguar stockholders approve proposals (i), (iv) and (v).

Response:  The Company respectfully acknowledges the Staff’s Comment and has included a Q&A describing the conditions to the merger on page 9 of the S-4/A.

4.                                      We note your reference to what Jaguar stockholders will receive under “What will Napo stockholders receive in the merger for their shares?” Under a separate Q&A please provide a description of what Jaguar stockholders will receive in the merger.

Response:  The Company respectfully acknowledges the Staff’s Comment and has included a separate Q&A describing what Jaguar stockholders will receive in the merger on pages 9-10 of the S-4/A.

Summary – The Merger

The Proposed Merger, page 17

5.                                      Please tell us the factors you considered in determining that the issuance of Jaguar common stock are exempt pursuant to Section 4(a)(2), Regulation D or Regulation S.

Response:  The Company respectfully acknowledges the Staff’s Comment and advises the Staff that, in determining that the issuance of shares of Jaguar common stock and non-voting common stock to certain of Napo’s creditors and an existing Napo stockholder will be exempt from registration under Section 4(a)(2), the Company considered the following factors: (i) the securities will be issued to less than ten sophisticated investors who have sufficient knowledge of financial and business matters to evaluate the risks and merits of the investment, (ii) there was no public solicitation or advertising with respect to the issuance of the Jaguar common stock and non-voting common stock, and (iii) the investors have a pre-existing relationship with Jaguar given that Napo and Jaguar are affiliated companies with an overlapping chief executive officer and Napo owning approximately 19% of the outstanding shares of Jaguar. Napo’s creditors and existing Napo stockholder are aware that, upon issuance, the securities will be restricted securities that may not be resold without registration under the

2

Securities Act of 1933, as amended (the “Securities Act”), or another valid exemption therefrom and appropriate legends will be affixed to these securities.

Merger Consideration, page 18

6.                                      Please disclose the market value of the shares that will be issued for each share of Napo common stock as of the latest practicable date.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on pages 22-23 of the S-4/A to disclose the market value of the shares of Jaguar common stock (the “Merger Shares”) to be issued for each share of Napo common stock based on an assumed share price of $1.10 per share and $1.00 per share, respectively.  The Company believes that calculating the market value of the Merger Shares to be issued for each share of Napo common stock using these assumed prices is more useful to investors than calculating such market value on the basis of the price of Jaguar common stock as of the latest practicable date (the “Current Market Price”) because the Investor Rights Agreement (the “Investor Rights Agreement”), dated March 31, 2017, between the Company and Nantucket Investments Limited (“Nantucket”) imposes certain restrictions on the sale of the Tranche A Shares and Tranche B Shares by Nantucket at less than $1.00 per share prior to April 1, 2018, such that utilizing the Current Market Price would likely be misleading and/or impracticable.

In particular, from the closing of the merger until the earlier of (i) April 1, 2020 and (ii) the date, if any, on which the aggregate net proceeds from sales of the Tranche A Shares exceed the applicable Hurdle Amount, Nantucket is obligated to sell some or all of its Tranche A Shares if the sale price is above the minimum per share price sufficient to satisfy the Hurdle Amount in effect at the time of the sale (the ‘‘Minimum Share Price’’ as defined in and subject to calculation and adjustment as specified in the Investor Rights Agreement). Until April 1, 2018, the Minimum Share Price is approximately $1.10 per share and will increase thereafter as the Hurdle Amount increases.

In addition, until April 1, 2018, Nantucket cannot sell any Tranche A Shares for a price which is below the greater of (i) $1.00 per share and (ii) the product obtained by multiplying 0.85 by the arithmetic average of the volume weighted average price of the Company’s shares during the ten consecutive trading day period prior to the proposed sale, without the Company’s consent. The Company has included a description of these sale restrictions in the revised disclosure on pages 22-23 of the S-4/A to provide context as to why the $1.00 per share and $1.10 per share figures are used for purposes of calculating the market value of the Merger Shares.

The Company has also included a cross reference to Annex E to the S-4/A, which provides the calculation of the number of Merger Shares issuable in three different scenarios, which the Company believes was necessary since Napo stockholders will receive a contingent right to receives shares of Jaguar common stock upon the consummation of the merger, and the number of Merger Shares issuable upon vesting of the contingent right varies depending on the Hurdle Amount and the amount of cash proceeds that Nantucket receives from the sale of Tranche A Shares and Tranche B Shares, to the extent that all the Tranche A Shares have been sold and the applicable Hurdle Amount has not yet been achieved.

Conditions to Completion of the Merger, page 22

7.                                      Please revise “Conditions to the Completion of the Merger” to identify conditions that the parties may waive.

Response:  The Company respectfully acknowledges the Staff’s comment and, in response thereto, has revised the disclosure on pages 27-28 of the S-4/A to clarify that under the merger agreement, any of the closing conditions may be waived with the consent of the parties to the agreement, except for those conditions that may not be waived under applicable law.

Risk Factors

If the NASDAQ Stock Market determines the merger with Napo…,  page 28

8.                                      If the listing approval is a condition that can be waived, please revise the caption and discussion to clarify that the consequences also apply if the combined company fails to obtain NASDAQ listing but decides to complete the transaction. Please tell us whether NASDAQ will determine if the transaction is a change of control transaction prior to shareholders voting at the special meeting.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the risk factor caption and discussion on page 35 of the S-4/A to clarify that de-listing can also apply if the combined company fails to obtain NASDAQ listing but decides to complete the transaction.  On April 27, 2017, Jaguar was notified by the Nasdaq Hearings Panel (the “Panel”) that it had determined to grant Jaguar’s request for continued listing on NASDAQ. According to the Panel’s final decision, Jaguar’s continued listing is only subject to the completion of Jaguar’s merger with Napo on or before July 31, 2017, and Jaguar’s compliance with NASDAQ’s $2.5 million stockholders’ equity requirement as a result of the merger. The final decision followed Jaguar’s April hearing before the Panel (the “Hearing”), at which Jaguar presented and reviewed with the Panel the merger terms along with its plan to evidence compliance with the stockholders’ equity requirement concurrent with the merger

3

(including Jaguar’s submission to the Panel in advance of the Hearing of the Merger Agreement and corresponding financial terms).

9.                                      Please disclose the possibility of a decrease in the share price of your common stock if delisted and the effect that would have on Nantucket’s ability to satisfy the Hurdle Amounts.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the risk factor on page 35 of the S-4/A to disclose the possibility of a decrease in the share price of Jaguar common stock if delisted and the adverse effect of such decrease on Nantucket’s ability to satisfy the Hurdle Amounts.

The Elanco Agreement is important to Jaguar’s business, page 34

10.                               Please tell us whether Glenmark has consented to the quality assessment of their facility that is the subject of the Elanco Agreement.

Response:  The Company respectfully acknowledges the Staff’s comment and advises that Glenmark has consented to the quality assessment of their facility that is the subject of the Elanco Agreement.

The success of the combined company will also depend on the pre-existing. . ., page 82

11.                               Please identify any material relationships or agreements that are likely to be affected by the transaction, describe the nature of the relationship and the potential consequences if the transaction results in the cancellation of a material agreement or negative impact on a relationship with a third party.

Response:  The Company respectfully acknowledges the Staff’s comment and advises that, after further consideration, the Company has determined that this risk factor is not applicable and has deleted the risk factor from the S-4/A. The Company will review this determination in the future, including at such time as it enters into new relationships or agreements with third parties.

The combined company will record goodwill that could become impaired. . ., page 82

12.                               Please quantify the amount of goodwill included in the pro forma financial statements.

Response:  The Company respectfully acknowledges the Staff’s comment and, in response thereto, has revised the disclosure on page 90 to include the amount of goodwill included in the pro forma financial statements.

Jaguar Business, page 86

13.                               We note that Jaguar entered into an exclusive evaluation period with a leading multinational animal health pharmaceutical firm relating to Equilevia. Identify your collaborative partner throughout the filing. File the agreement as an exhibit or provide an analysis supporting your determination that you are not required to file it pursuant to Item 601(b)(10) of Regulation S-K.

4

Response:  The Company acknowledges the Staff’s comment and respectfully submits that the agreement evidencing the arrangement (the “MOU”) between Jaguar and the leading multinational animal health pharmaceutical firm relating to Equilevia (the “Counterparty”)  is not a “material contract” for purposes of Item 601(b)(10) of Regulation S-K and therefore is not required to be filed as an exhibit to the S-4/A. Item 601(b)(10) of Regulation S-K defines a material contract, in relevant part, as a “contract not made in the ordinary course of business which is material to the registrant.” This item further states that a contract that “ordinarily accompanies the kind of business conducted by the registrant” shall be deemed to be made in the ordinary course of business and does not need to be filed unless it falls within one of several specifically enumerated categories, in which case it must be filed unless it is immaterial in amount or significance.

The Company, like other pharmaceutical companies, regularly enters into arrangements providing for an exclusive evaluation period for its product candidates.  These arrangements do not obligate either party thereto to make any financial commitment in connection with the Company’s product candidates. Instead, these agreements generally set forth the general terms a

Mail Stop 4546

 May 15, 2017

Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105

Re: Jaguar  Animal Health, Inc.
Registration Statement on Form S -4
Filed April 18 , 2017
  File No. 333 -217364
  Form 10 -K for Fiscal Year Ended December 31, 2016
  Filed February 15, 2017
File No. 001 -36714

Dear Ms. Conte :

We have reviewed your registration statement  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 informati on.  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
provid e in response to these  comments, we may have  additional comments.

General

1. Please revise your registration statement and proxy card to allow for separate voting on the
increase of authorized shares of common stock, authorization of non -voting common sto ck,
and Nantucket’s prior written consent for issuance of dividends.   You may condition the
completion of the transaction on shareholder approval of the separate proposals.

2. Please include prominent disclosure quantifying the minimum Hurdle Amounts needed  for
the vesting of the contingent rights to be issued in the merger and that Napo shareholders
may not receive any shares of Jaguar in the merger.   Please also disclose the minimum time

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 2

 period that Napo holders will need to wait prior to the vesting of th e contingent rights.   It
would appear from disclosure on page 10 that the contingent rights will not vest for at least
three years.

Questions and Answers about the Merger, page 9

3. Please provide a Q& A describing the conditions to the merger.  We note the related
discussion in your summary and that the merger will not be completed unless Jaguar
stockholders approve proposals (i), (iv) and (v).

4. We note your reference to what Jaguar stockholders will r eceive under “What will Napo
stockholders receive in the merger for their shares?”  Under a separate Q&A please provide
a description of what Jaguar stockholders will receive in the merger.

Summary – The Merger
The Proposed Merger, page 17

5. Please tell us  the factors you considered in determining that the issuance of Jaguar common
stock are exempt pursuant to Section 4(a)(2), Regulation D or Regulation S.

Merger Consideration, page 18

6. Please disclose the market value of the shares that will be issued fo r each share of Napo
common stock as of the latest practicable date.

Conditions to Completion of the Merger, page 22

7. Please revise “Conditions to the Completion of the Merger” to identify conditions that the
parties may waive.

Risk Factors
If the NASDA Q Stock Market determines the merger with Napo…, page 28

8. If the listing approval is a condition that can be waived, please revise the caption and
discussion to clarify that the consequences also apply if the combined company fails to
obtain NASDAQ listing  but decides to complete the transaction.   Please tell us whether
NASDAQ will determine if the transaction is a change of control transaction prior to
shareholders voting at the special meeting.

9. Please disclose the possibility of a decrease in the share p rice of your common stock if
delisted and the effect that would have on Nantucket’s ability to satisfy the Hurdle Amounts.

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 3

 The Elanco Agreement is important to Jaguar's business…, page 34

10. Please tell us whether Glenmark has consented to the quality assessment of their facility that
is the subject of the Elanco Agreement.

The success of the combined company will also depend on the pre -existing…, page 82

11. Please identify any material relati onships or agreements that are likely to be affected by the
transaction, describe the nature of the relationship and the potential consequences if the
transaction results in the cancellation of a material agreement or negative impact on a
relationship with  a third party.

The combined company will record goodwill that could become impaired …, page 82

12. Please quantify the amount of goodwill included in the pro forma financial statements.

Jaguar Business, page 86

13. We note that Jaguar entered into an exclusive evaluation period with a leading multinational
animal health pharmaceutical firm relating to Equilevia.  Identify your collaborative partner
throughout the filing.   File the agreement as an exhibit or provide an analysis supporting
your determina tion that you are not required to file it pursuant to Item 601(b)(10) of
Regulation S -K.

Napo Business, page 118

14. Please edit your Product Pipeline table to clarify the current phase of development.   We note
from the MD&A section that Napo did not conduc t any clinical trial activity in 2016.

15. We note that Napo signed an agreement with Alamo Pharma Services, Inc. for the
establishment and management of a national sales team for Mytesi.  Please file the
agreement as an exhibit or provide an analysis support ing your determination that you are
not required to file it pursuant to Item 601(b)(10) of Regulation S -K.

16. We note that you have completed clinical studies for various indications.  Please expand
your disclosure for each indication to provide the specifi c details and parameters of the
studies such as primary and secondary endpoints, patient populations, and current status.

17. We note your description of competition for Napo’s products.  Please revise to include a
description of competitive conditions in th e marketplace and competing products, both
commercial and in development.

18. We note your statement that Napo’s pipeline includes prescription drug candidates which
are backed by strong Phase 2 evidence. Please clarify whether the Phase 2 clinical studies

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 4

 are complete for these products.  If the Phase 2 clinical trials are not complete, please revise
this statement to provide the proper context.

Government Regulation, page 129

19. Please expand this section to describe the regulation to which Napo’s business is  subject in
the United States and in foreign jurisdictions.

Market Prices of and Dividends on Jaguar Common Stock, page 154

20. Please include the market price information in this section.

Napo Management’s Discussion and Analysis of Financial Condition and Results of Operations
Refinancing, page 158

21. We note that Napo entered into settlement agreements with certain additional creditors.
Identify your additional creditors and file the agreements as exhibits or provide an analysis
supporting your determi nation that you are not required to file them pursuant to Item
601(b)(10) of Regulation S -K.

Background of the Merger, page 226

22. Please expand your discussion to clarify what strategic alternatives and other opportunities
were reviewed in the second half  of 2015, including continuing development, licensing, and
winding up the operations and distributing net cash to Jaguar shareholders in liquidation.
Your disclosure should identify the parties present at each meeting where members of the
Jaguar board and  management met with representatives from different financial institutions.

23. Please supplementally provide us with copies of all materials prepared by Stifel and shared
with your board of directors and their representatives, including copies of all board b ooks
and all transcripts and summaries, that were material to the board’s decision to approve the
merger agreement and the transaction contemplated thereby.

24. Please revise your disclosure throughout this section to provide greater detail as to the
backgrou nd of the transaction, including the material issues discussed and key negotiated
terms.  The disclosure should provide shareholders with an understanding of how, when,
and why the material terms of your proposed transaction evolved and why this transactio n is
being recommended as opposed to any alternatives.  In your revised disclosure, please
ensure that you address the following:

 the material terms in the initial proposal and subsequent proposals and counter offers;
 identification of the parties involve d;
 valuations;
 negotiation of the transaction documents and the parties involved;

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 5

  the Board’s basis for approving the proposed offer;
 at what point other strategic alternatives were eliminated from consideration; and
 details as to the debt restricting

25. Please expand the background disclosure to explain why a contingent right to receive shares
of Jaguar common stock was proposed as a form of consideration, rather than having the
shareholders receive all of the merger consideration at the closing of the me rger.

Opinion of Jaguar Financial Advisor, page 234

26. Please disclose the relevant selection criteria for each of the companies used by Stifel for
their analysis, including the underlying data for the companies such as number of products,
the pipeline, an d the clinical stage of products.  Please also disclose whether any of these
companies have products in commercial stage.  Finally, please disclose whether any
companies that met the selection criteria were excluded from the analysis and why.

27. In the compa rable company analysis for Napo, please disclose the basis for using the market
capitalization criteria and how the market capitalization for the selected companies compare
to Napo.   Similarly, please quantify the implied equity values for the target compa nies used
in the precedent transaction analysis.

28. We note that Jaguar disclosed f inancial projections to Stifel.   Please revise your registration
statement to disclose these projections.

Stock Options, page 253

29. Please expand this discussion to disclose the number of options held by each officer and
director that will vest upon the closing of this transaction.

Unaudited Pro Forma Combined Condensed Financial Statements
Acquisition of Napo, page 275

30. Please break out the amount of IPR&D separately from the developed technology.   Please
clarify the nature of the developed technology and whether it is a definite lived asset
subject to amortization, and estimated useful life.  For the IPR& D, please describe the
current status of the project(s) and the nature and timing of the remaining efforts and
related cash requirements necessary to develop the incomplete technology into a
commercially viable product.

2. Pro Forma Adjustments, page 276

31. Adjustment (a) shows an increase to cash of $2 million.  Note (a) describes an increase to
cash of $3 million and a decrease to cash of $2 million, resulting in a net increase to cash
of $1 million.  Please provide disclosure showing how you arrived at th e $2 million

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 6

 increase to cash in adjustment (a) or revise as necessary.  Indicate in the disclosure where
the $8 million of cash described in note (b) is reflected.  Also, explain where the $2
million of cash acquisition consideration is reflected.

32. Adjust ment (a) indicates it reflects recording the issuance of 45.2 million shares.
Adjustment (b) indicates it reflects recording the issuance of 43.0 million shares.  Please
disclose the number of shares issued assumed in the pro forma information and reconci le
to the statement on page 19 that discloses issuance of approximately 69.3 million shares
upon closing of the merger.

33. Reference is made to adjustment (d).  In light of the significant amount of goodwill you
plan to record in connection with this acquisiti on, please include a qualitative discussion
of the factors that make up the goodwill to be recorded.  Refer to ASC 805 -30-50-1.

34. Please show in detailed disclosure how the number of pro forma weighted average shares
outstanding was determined.

Napo Pharm aceuticals, Inc. Consolidated Financial Statements
Notes to Consolidated Financial Statements
12. Litigation Settlements, page F -64

35. Please tell us how the gain on settlement of $1,888,319 was calculated and the
authoritative literature you relied upon in the accounting for this litigation settlement.

Form 10 -K for the fiscal year ended December 31, 2016

Item 9A. Controls and Procedures
Internal Control Over Financial Reporting, page 132

36. You disclose that you have not included a report of management’s as sessment regarding
internal control over financial reporting or an attestation report of the company's
registered public accounting firm due to a transition period established by rules of the
SEC for newly public companies.  Please note that although you a re not required to have
an attestation report done by your independent public accounting firm, you are required
to include a report of management’s assessment regarding internal control over financial
reporting in your Form 10 -K due to the passage of time since your initial registration
statement and the number of Form 10 -Ks filed since that initial registration statement.
Please revise by amending your Form 10 -K for the year ended December 31, 2016 to
include this report as required by Item 308 of Regulat ion S -K.

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 7

 37. In addition, please consider whether management’s failure to perform or complete its
report on internal control over financial reporting impacts its conclusions regarding the
effectiveness of your disclosure controls and procedures as of the end of the fiscal year
covered by the report and revise your disclosure as appropriate.

Exhibits 31.1 and 31.2

38. Please revise Item 4 of your Section 302 Certification to include the language set forth in
paragraph (B)(31) of Section 601 of Regulation S -K in its entirety.   In this regard, since
management is required to provide a report on its assessment of internal controls over
financial reporting in the Form 10 -K, as noted in the comment above, Item 4 of your
certification should include paragraph (b) which  certifies that you have designed such
internal controls over financial reporting, or caused such internal control over financial
reporting to be designed under your supervision, to provide reasonable assurance
regarding the reliability of financial report ing and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles.
Please revise by filing an amended Form 10 -K for the year ended December 31, 2016.

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.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact  Vanessa Robertson at (202) 551 -3649  or Lisa Vanjoske at (202) 551 -
3614 i f you have questions regarding comments on the financial stat ements and related matters.
Please contact Jeffrey Gabor  at (202) 551 -2544  or Chris Edwards at (202) 551 -6761 with any
other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Michael Lee, Esq.
 Reed Smith LLP

Mail Stop 4546
December 16 , 2016

Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105

Re: Jaguar Animal Health, Inc.
  Registration Statement on Form S-1
Filed  December 7, 2016
  File No.  333-214956

Dear Ms. Conte :

This is to advise you that we have not reviewed and will not review your registration
statement.

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 with any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc: Michael Lee, Esq. — Reed Smith LLP

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December 16, 2016

Via Email and EDGAR

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

Re:                             Jaguar Animal Health, Inc.
 Registration Statement on Form S-1
 File No. 333-214956

Ladies and Gentlemen:

Jaguar Animal Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) on December 19, 2016, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Animal Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Animal Health, Inc. ·  201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300  · Fax: +1 (415) 371-8311  · www.jaguaranimalhealth.com

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July 7, 2016

Via Email and EDGAR

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

Re:                             Jaguar Animal Health, Inc.
 Registration Statement on Form S-1
 File No. 333-212173

Ladies and Gentlemen:

Jaguar Animal Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) on July 8, 2016, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

·                                          should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                                          the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                                          the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Animal Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Animal Health, Inc.  · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 ·  Fax: +1 (415) 371-8311 ·  www.jaguaranimalhealth.com

Mail Stop 4720

July 1 , 2016

Lisa A. Conte
Chief Executive Officer  and President
Jaguar Animal Health , Inc.
201 Mission Street, Suite 2375
San Francisco, CA  94105

Re: Jaguar Animal Health , Inc.
  Registration Statement on Form S-1
Filed  June 22 , 2016
  File No.  333-212173

Dear Ms. Conte :

This is to advise you that we have not reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of t he effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclos e the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the ad equacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unit ed States.

Lisa A. Conte
Jaguar Animal Health , Inc.
July 1 , 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are a ware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Joshua Samples  at (202) 551 -3199  or Joseph Mc Cann  at (202) 551 -
6262  with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Donald Reinke , Esq.
 Reed Smith  LLP

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AEGIS CAPITAL CORP.

810 Seventh Avenue, 18th Floor

New York, New York 10019

January 29, 2016

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Suzanne Hayes, Assistant Director

Re: Jaguar Animal Health, Inc. — Request for Acceleration

Registration Statement on Form S-1

File No. 333-208905

Dear Ms. Hayes:

Acting on behalf of the several underwriters, we hereby join in the request of Jaguar Animal Health, Inc. that the effective date of the above-captioned Registration Statement be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on February 2, 2016, or as soon thereafter as practicable.

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we, acting on behalf of the several underwriters, wish to advise you that, between January 7, 2016 and February 2, 2016, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated January 7, 2016 and the Preliminary Prospectus dated January 26, 2016 as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We confirm that we are aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, with respect to the distribution of Prospectuses.  We have been informed by the other underwriters and dealers participating in the distribution of this offering that such persons have and will comply with Rule 15c2-8 with respect to the distribution of Prospectuses.

Very Truly Yours,

By:    AEGIS CAPITAL CORPORATION

By:

/s/ Nils A. Ericson

Name: Nils A. Ericson

Title: Chief Compliance   Officer

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January 29, 2016

Via Email and EDGAR

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

Re:                             Jaguar Animal Health, Inc. – Withdrawal of Request for Acceleration
 Registration Statement on Form S-1
 File No. 333-208905

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on January 26, 2016, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Thursday, January 28, 2016, at 5:00 p.m., Eastern Standard Time, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.  We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

Very truly yours,

Jaguar Animal Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Animal Health, Inc. · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 · www.jaguaranimalhealth.com

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AEGIS CAPITAL CORP.

810 Seventh Avenue

18th Floor

New York, NY 10019

January 29, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

Jaguar Animal Health, Inc.

Withdrawal of Acceleration Request- Registration Statement,   as amended on Form S-1 (File No. 333-208905)

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on January 26, 2016, in which we, as representative of the several underwriters of Jaguar Animal Health, Inc.’s proposed public offering of common stock, joined Jaguar Animal Health, Inc.’s request for acceleration of the effective date of the above-referenced Registration Statement for Thursday, January 28, 2016, at 5:00 p.m. Eastern Time. Jaguar Animal Health, Inc. is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

Very truly yours,

AEGIS CAPITAL CORP.

As Representative of the several

Underwriters

By:

 /s/ Nils A.   Ericson

Name: Nils A. Ericson

Title: Chief Compliance Officer

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January 29, 2016

Via Email and EDGAR

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

Re:                             Jaguar Animal Health, Inc.
 Registration Statement on Form S-1
 File No. 333-208905

Ladies and Gentlemen:

Jaguar Animal Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) on February 2, 2016, at 5:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

·                                          should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                                          the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                                          the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Animal Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Animal Health, Inc.  · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 ·  Fax: +1 (415) 371-8311 ·  www.jaguaranimalhealth.com

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AEGIS CAPITAL CORP.

810 Seventh Avenue, 18th Floor

New York, New York 10019

January 26, 2016

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Suzanne Hayes, Assistant Director

Re: Jaguar Animal Health, Inc. — Request for Acceleration

Registration Statement on Form S-1

File No. 333-208905

Dear Ms. Hayes:

Acting on behalf of the several underwriters, we hereby join in the request of Jaguar Animal Health, Inc. that the effective date of the above-captioned Registration Statement be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on January 28, 2016, or as soon thereafter as practicable.

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we, acting on behalf of the several underwriters, wish to advise you that, between January 7, 2016 and January 26, 2016, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated January 7, 2016 and the Preliminary Prospectus dated January 26, 2016 as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We confirm that we are aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, with respect to the distribution of Prospectuses.  We have been informed by the other underwriters and dealers participating in the distribution of this offering that such persons have and will comply with Rule 15c2-8 with respect to the distribution of Prospectuses.

Very Truly Yours,

By:    AEGIS CAPITAL CORPORATION

By:

/s/ Nils A. Ericson

Name: Nils A. Ericson

Title: Chief Compliance   Officer

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January 26, 2016

Via Email and EDGAR

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

Re:                             Jaguar Animal Health, Inc.
 Registration Statement on Form S-1
 File No. 333-208905

Ladies and Gentlemen:

Jaguar Animal Health, Inc., a Delaware corporation (the “Registrant”), hereby requests the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) on January 28, 2016, at 5:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

·                                          should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                                          the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                                          the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm effectiveness by advising our counsel, Michael S. Lee of Reed Smith LLP, at (212) 549-0358.

Very truly yours,

Jaguar Animal Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer   and President

Jaguar Animal Health, Inc. · 201 Mission Street, Suite 2375 · San Francisco, CA 94105

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 · www.jaguaranimalhealth.com

Mail Stop 4720
January 19, 2016

Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105

Re: Jaguar Animal Health, Inc.
  Registration Statement on Form S-1
Filed  January 7,  2016
  File No.  333-208905

Dear Ms. Conte :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation

Lisa A. Conte
Jaguar Animal Health, Inc.
January 19, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with a ny questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Donald C. Reinke, Esq.

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May 8, 2015

Via Email and EDGAR

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.
 Registration Statement on Form S-1
 File No. 333-198383

Ladies and Gentlemen:

Jaguar Animal Health, Inc., a Delaware corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on May 12, 2015, at 5:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

·                                          should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                                          the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                                          the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very   truly yours,

Jaguar   Animal Health, Inc.

/s/   Lisa A. Conte

Lisa   A. Conte

Chief Executive Officer and President

Jaguar Animal Health, Inc. · 185 Berry Street, Suite 1300 · San Francisco, CA 94107

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 · www.jaguaranimalhealth.com

AEGIS CAPITAL CORP.

810 Seventh Avenue, 18th Floor

New York, New York 10019

May 8, 2015

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Jeffrey P. Riedler, Assistant Director

Re:                             Jaguar Animal Health, Inc. — Request for Acceleration

                                                Registration Statement on Form S-1

                                                File No. 333-198383

Dear Mr. Riedler:

Acting on behalf of the several underwriters, we hereby join in the request of Jaguar Animal Health, Inc. that the effective date of the above-captioned Registration Statement be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on May 12, 2015, or as soon thereafter as practicable.

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we, acting on behalf of the several underwriters, wish to advise you that, between April 27, 2015 and May 8, 2015, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated April 27, 2015 as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We confirm that we are aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, with respect to the distribution of Prospectuses.  We have been informed by the other underwriters and dealers participating in the distribution of this offering that such persons have and will comply with Rule 15c2-8 with respect to the distribution of Prospectuses.

Very   Truly Yours,

By:  AEGIS CAPITAL CORPORATION

By:

/s/   Anthony M. Monaco

Anthony   M. Monaco

Chief   Compliance Officer

April 24 , 2015

Via E -mail
Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
185 Berry Street, Suite 1300
San Francisco, California 94107

Re: Jaguar Animal  Health, Inc.
Amendment No. 6  to Registration Statement on Form S-1
Filed April 17 , 2015
 File No. 333 -198383

Dear Ms. Conte :

We have reviewed your amended registration statement  and have the following comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Balance Sheets, page F -2

1. It appears that you are applying a convention to your pro forma column to reflect onl y
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” lin e (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 $2,7 85,401.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the com pany and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Lisa A. Conte
Jaguar Animal Health, Inc.
April 24 , 2015
Page 2

Notwithstanding our comments, in the event you request acceleration of the e ffective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the  Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Frank Wyman at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial s tatements and related matters.
Please contact Matthew Jones at (202) 551 -3786,  John Krug at (202) 551 -3862, or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Donald C. Reinke, Esq.
Marianne C. Sarrazin, Esq.
Reed Smith LLP
101 Second Street, Suite 1800
San Francisco, California 94105

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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

CORRESP
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101 Second Street, Suite 1800

San Francisco, CA 94105

Tel +1 415 543 8700

Fax +1 415 391 8269

reedsmith.com

April 17, 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. 5 to Registration Statement on Form S-1
 Filed March 20, 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 16, 2015 (the “Letter”) regarding the Company’s above-referenced Amendment No. 5 to Registration Statement on Form S-1 (the “Registration Statement”), as filed with the Commission on March 20, 2015.  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 6 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.

Product Pipeline, page 3

1.                                      Please do not include planned events as anticipated near-term milestones in the table on pages 3 and 66 that are dependent on another preliminary step or milestone or that you do not expect to accomplish in the next 12 months.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on pages 3 and 67 of the Form S-1/A accordingly.

Capitalization, page 46

2.                                      Please revise your disclosure of the pro forma as adjusted transaction to include the repayment of your $1.0 million standby bridge financing as indicated in your Use of Proceeds disclosure on page 43.  In addition, please explain why the pro forma as adjusted accumulated deficit related to this transaction appears to reflect only the repayment of principal and exclude the $300,000 of repayment premium.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 47 of the Form S-1/A accordingly, and made corresponding edits on pages 11 and 49 of the Form S-1/A accordingly.  Further, the Company respectfully advises the Staff that although not previously expressly referenced in the explanation of the pro forma adjustments, the repayment of the $1.0 million standby bridge financing was already reflected in the pro forma, as adjusted column.  The Company further advises the Staff that it believes the $300,000 repayment premium represents a debt discount in accordance with the ASC Master Glossary, which defines a discount as “the difference between the net proceeds, after expense, received upon issuance of debt and the amount payable at its maturity.”  In accordance with ASC  835-30-45, such amounts should be initially reported in the balance sheet as a direct deduction from the face amount of the note and, in accordance with ASC 835-30-35, subsequently amortized as interest expense over the life of the note, using either the interest method or another method if the results are not materially different to the interest method.  The Company respectfully advises the Staff that straight line amortization of the $300,000 repayment premium over the 6-month life of the loan (from December 2014 through June 2015) would have resulted in $50,000 of interest expense being accrued in the year ended December 31, 2014.  This entry was not recorded as the amount was deemed immaterial.  Because the entry was not recorded in the financial statements, no entry was necessary in the pro forma, as adjusted financials.  In the event the interest had been accrued in the financial statements, a corresponding entry would have been reflected in the pro forma, as adjusted financials to the extent of the accrued amount.

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 17, 2015
    Page 2

Summary Compensation Table, page 99

3.                                      Please continue to provide 2013 executive compensation information in your Summary Compensation Table.  Please refer to Instruction 1 to Item 402(c) of Regulation S-K.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 100 of the Form S-1/A accordingly.

Report of Independent Registered Public Accounting Firm, page F-2

4.                                      Please explain the reference in the opinion paragraph to the period from “June 6, 2013 (inception) through December 31, 2014,” which appears to be inconsistent with your financial statements.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the reference in the opinion paragraph accordingly.

Notes to Financial Statements

7. Commitments and Contingencies, page F-16

5.                                      Please revise your disclosure of the fees to be paid to Indena S.p.A. to include the €300,000 bonus fee consistent with the information on page 83.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page F-16 of the Form S-1/A accordingly.

8. Debt and Warrants, page F-17:

6.                                      Please revise your disclosure of your October 30, 2014 standby bridge financing agreement to address the following apparent discrepancies:

·                  You disclose that the fair value of the associated warrants at issuance was recorded as a debt discount of $505,348 and that the aggregate discount recorded (including the original $100,000 discount) was only $504,348.

·                  The net balance derived at December 31, 2014 by taking the $1 million principal amount, subtracting the $504,348 aggregate discount recorded and adding back the $84,057 amortization of debt discount recorded during 2014 is $579,709, while the amount reflected on your balance sheet is $478,709.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page F-19 of the Form S-1/A accordingly.

Jeffrey P. Riedler
   April 17, 2015
    Page 3

7.                                      Please tell us why you recorded the warrant issued with the August 2014 standby line of credit as research and development expense.  Reference for us the authoritative literature you relied upon to support your classification.

Response:  The Company respectfully acknowledges the Staff’s Comment and advises the Staff that the warrant issued with the August 2014 standby line of credit was recorded as interest expense and not as research and development expense, and that it has corrected this typographical error on page F-18 of the Form S-1/A accordingly.

15. Subsequent Events, page F-28:

8.                                      Please explain your planned accounting treatment for the March 2015 amendments to the terms of the outstanding convertible promissory notes and warrants and reference for us the authoritative literature you rely upon to support your accounting treatment.  Please tell us how you reflected this accounting treatment in your pro forma and pro forma as adjusted presentation in Capitalization on page 46.  In your response, please tell us whether these amendments or your planned IPO causes you to stop accounting for your October and December 2014 warrant issuances as liabilities.

Response:  The Company respectfully acknowledges the Staff’s Comment and advises the Staff that the March 2015 amendments to the terms of the outstanding convertible promissory notes and warrants will affect the instruments as follows:

·      Convertible notes issued in June and July 2014 — The Company advises the Staff that no warrants were issued in conjunction with the convertible notes issued in June and July 2014 and that these notes were accounted for as a liability.  The Company advises the Staff that while the conversion feature was determined to not be clearly and closely related to the host debt instrument under ASC 815-15-25, the value of the bifurcated conversion feature was immaterial.

The Company further advises the Staff that the March 2015 amendment that fixed the conversion price upon an initial public offering (“IPO”) event to $5.60 per share from the previous 80% of the IPO price will not have a material impact on the accounting and does not affect the pro forma and the pro forma, as adjusted presentation because the convertible notes were originally liability instruments and fixing the conversion price to $5.60 per share does not change that conclusion.  Further, the Company advises the Staff that the provisions that call for automatic conversion of the notes did not change in March 2015 and therefore the pro forma and pro forma, as adjusted presentation both continue to reflect the automatic conversion of those notes.

·      Convertible notes issued in December 2014 — The Company advises the Staff that the historical accounting treated the convertible notes issued in December 2014 as a liability and did not bifurcate the conversion feature under ASC 815-15-25 because the conversion feature is clearly and closely related to the host debt instrument.  The ASC 815-15-25 conclusion to not bifurcate the conversion feature was based on several factors, including the fact that the conversion feature (or put and call), although contingently exercisable upon an IPO, did not accelerate the repayment of the contractual principal amount.  However, because the conversion of the notes was at 80% of the IPO price, a beneficial conversion feature was recorded.

The Company further advises the Staff that in March 2015, the holders of these notes irrevocably elected to have their notes automatically convert into shares of the Company’s common stock upon the closing of the IPO at a conversion price of $5.60 per share.  While the change in the conversion price to $5.60 per share would normally trigger a remeasurement of the beneficial conversion feature, the Company advises the Staff that because the notes will automatically convert upon the IPO, no such remeasurement is necessary for the pro forma and pro forma, as adjusted balances reflected in the Form S-1/A.  Further because the notes now automatically convert into shares of the Company’s common stock, the December 31, 2014 balances of the convertible notes and beneficial conversion feature, were both reflected as additional paid-in-capital in the pro forma and pro forma, as adjusted columns in the Form S-1/A (see pages 11, 47 and 49).

·      Convertible notes issued in February 2015 — The Company advises the Staff that the historical accounting treats the convertible notes issued in February 2015 as a liability and does not bifurcate the conversion feature under ASC 815-15-25 because the conversion feature is clearly and closely related to the host debt instrument.  The ASC 815-15-25 conclusion to not bifurcate the conversion feature is based on several factors, including the fact that the conversion feature (or put and call), although contingently exercisable upon an IPO, did not accelerate the repayment of the contractual principal amount.  However, because the conversion of the notes was at 80% of the IPO price, a beneficial conversion feature was recorded.

Jeffrey P. Riedler
   April 17, 2015
    Page 4

The Company further advises the Staff that in March 2015, the notes were amended to fix the conversion price upon an IPO event to $5.60 per share from the previous 80% of the IPO price.  This amendment did not change the original conclusion to not bifurcate the conversion feature.  However, while fixing the conversion price at $5.60 per share required a remeasurement of the beneficial conversion feature, because the $5.60 per share was no longer deemed to be below fair market value of the shares, no beneficial conversion feature was reflected in the pro forma and pro forma, as adjusted presentation in the Form S-1/A (see pages 11, 47 and 49).

·      Warrants issued in June and August 2014 — The Company advises the Staff that while the number of shares issuable under these warrant issued in June and August 2014 to its manufacturer and a standby lender was fixed, the exercise price was 90% and 80% of the IPO price, respectively.  Accordingly, the warrants were historically classified as equity instruments based on ASC 815-40, as the warrants (1) are indexed to the Company’s own stock, (2) will be settled only in shares of the Company, and (3) do not have any restrictions to be settled in unregistered shares, thus qualifying the warrants to be classified as equity.  The warrants are considered indexed to the Company’s own stock as, even though the settlement amount is variable, the only variables that would affect the instrument’s settlement amount would be inputs to the fair value of a “fixed-for fixed” forward or option on equity shares.

The Company further advises the Staff that the March 2015 amendments that fixed the exercise price upon an IPO event to $6.30 per share from the previous 90% of the IPO price and $5.60 per share from the previous 80% of the IPO price, respectively, did not change the classification of these warrants as equity.

·      Warrants issued in December 2014 and February 2015 — The Company advises the Staff that the warrants issued in December 2014 and February 2015 to the purchasers of the convertible notes and the bridge financing lenders were originally classified as liabilities (based on ASC 815-10-75 and ASC 815-40-15) because the exercise price of the warrants and the number of shares to be received were not fixed until the IPO price was determinable.  As a result, the warrants were not considered indexed to the Company’s own stock, as variables that would affect the instrument’s settlement amount were not limited to inputs to the fair value of a “fixed-for-fixed” forward or option on equity shares.

The Company further advises the Staff that the March 2015 amendments that fixed the exercise prices upon an IPO event to $5.60 per share from the previous 80% of the IPO price triggered the warrants to be reclassified as equity because they are now considered to be indexed to the Company’s own stock under ASC 815-40-15.  Accordingly, the pro forma and pro forma as adjusted columns on pages 11, 47 and 49 of the S-1/A reflect the reclassification of these warrants as equity.

·      Bridge financing of $1 million in December 2014- The Company advises the Staff that this debt is not convertible and was not amended in March 2015.  The terms continue to require repayment of the debt upon IPO.  Therefore there was no change to the pro forma and pro forma, as adjusted amounts reflected on pages 11, 47 and 49 of the Form S-1/A.

[remainder of page intentionally left blank]

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

April 16, 2015

Via E -mail
Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
185 Berry Street, Suite 1300
San Francisco, California 94107

Re: Jaguar Animal  Health, Inc.
Amendment No. 5  to Registration Statement on Form S-1
Filed March 20, 2015
 File No. 333 -198383

Dear Ms. Conte :

We have reviewed your amended registration statement  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
circumst ances 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.

Product Pipeline, page 3

1. Please do not include planned events as anticipated near -term m ilestones  in the table on
pages 3 and 66 that are dependent on another preliminary step or milestone or that you do
not expect to accomplish in the next 12 months.

Capit alization, page 46

2. Please revise your disclosure of the pro forma as adjusted transaction to include the
repayment of your $1.0 million standby bridge financing as indicated in your Use of
Proceeds disclosure on page 43.  In addition, please explain why the pro forma as
adjusted accumulated deficit related to this transaction appears to reflect only the
repayment of principal and exclude the $300,000 of repayment premium.

Lisa A. Conte
Jaguar Animal Health, Inc.
April 16, 2015
Page 2

 Summary Compensation Table, page 99

3. Please continue to provide 2013  executive com pensation information in your Summary
Compensation Table. Please refer to Instruction 1 to Item 402(c) of Regulation S -K.

Report of Independent Registered Public Accounting Firm, page F -2

4. Please explain the reference in the opinion paragraph to the perio d from “June 6, 2013
(inception) through December 31, 2014,”  which appears to be inconsistent with your
financial statements.

Notes to Financial Statements
7. Commitments and Contingencies, page F -16

5. Please re vise your disclosure of the fees to be paid to Indena S.p.A. to include the
€300,000 bonus fee consistent with the information on page 83.

8. Debt and Warrants, page F -17

6. Please revise your disclosure of your October 30, 2014 standby bridge financing
agreement to address the following apparent discrepancies:

 You disclose that the fair value of the associated warrants at issuance was recorded as
a debt discount of $505,348 and that the aggregate discount recorded (including the
original $100,000 discount)  was only $504,348.

 The net balance derived at December 31, 2014 by taking the $1 million principal
amount, subtracting the $504,348 aggregate discount recorded and adding back the
$84,057 amortization of debt discount recorded during 2014 is $579,709, while the
amount reflected on your balance sheet is $478,709.

7. Please t ell us why you  recorded the warrant issued with the August 2014 standby line of
credit as research and development expense.   Reference for us the authoritative literature
you relied upon to support your classification.

15. Subsequent E vents, page F -28

8. Please explain your planned accounting treatment for the March 2015 amendments to the
terms of the outstanding convertible promissory notes and warrants and reference for us
the authoritative literature you rely upon to support your accounting treatment.  Please
tell us how you reflected this accounting treatment in your pro forma and pro forma as
adjusted presentation in Capitalization on page 46.  In your response, please tell us
whether thes e amendments or your planned IPO causes you to stop accounting for your
October and December 2014 warrant issuances as liabilities.

Lisa A. Conte
Jaguar Animal Health, Inc.
April 16, 2015
Page 3

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that th e filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Lisa A. Conte
Jaguar Animal Health, Inc.
April 16, 2015
Page 4

 You may contact Frank Wy man at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial s tatements and related matters.
Please contact Matthew Jones at (202) 551 -3786, John Krug at (202) 551 -3862, or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Donald C. Reinke, Esq.
Marianne C. Sarrazin, Esq.
Reed Smith LLP
101 Second Street, Suite 1800
San Francisco, California 94105

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October 31, 2014

Via Email and EDGAR

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.
 Registration Statement on Form S-1
 File No. 333-198383

Ladies and Gentlemen:

Jaguar Animal Health, Inc., a Delaware corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on November 4, 2014, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

·                                          should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                                          the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                                          the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Jaguar   Animal Health, Inc.

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer and President

Jaguar Animal Health, Inc. · 185 Berry Street, Suite 1300 · San Francisco, CA 94107

Tel: +1 (415) 371-8300 · Fax: +1 (415) 371-8311 · www.jaguaranimalhealth.com

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October 31, 2014

Via E-mail and EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:                 Jeffrey P. Riedler, Assistant Director

Re:           Jaguar Animal Health, Inc.

Registration Statement Filed on Form S-1

Registration Number 333-198383

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement on Form S-1, and pursuant to Rule 461 under the Securities Act of 1933, as amended, as representatives for the several underwriters in the offering of shares of common stock of Jaguar Animal Health, Inc. (the “Company”), pursuant to such Registration Statement (the “Offering”), we hereby join the Company in requesting that the effective date for such Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Standard Time, on November 4, 2014, or as soon thereafter as practicable.

We wish to advise you that October 28, 2014 through the date hereof, the participating underwriters have distributed 472 copies of the preliminary prospectus dated October 28, 2014 (the “Preliminary Prospectus”) as follows: 439 to institutional investors and 33 to prospective underwriters, dealers, individuals and others.

We confirm that the underwriters participating in the Offering are aware of their obligations under Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.

(Signature Page Follows)

Very truly yours,

BMO CAPITAL MARKETS CORP.

GUGGENHEIM SECURITIES,   LLC

As representatives of the   several underwriters

BMO CAPITAL MARKETS CORP.

By:

/s/ Pritesh Shah

Name:

Pritesh Shah

Title:

Vice President

GUGGENHEIM SECURITIES,   LLC

By:

/S/ Ron Iervolino

Name:

Ron Iervolino

Title:

Senior Managing Director

[SIGNATURE PAGE TO ACCELERATION REQUEST OF THE UNDERWRITERS]

CORRESP
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101 Second Street,   Suite 1800
   San Francisco, CA 94105

Tel +1 415 543 8700

Fax +1 415 391 8269

reedsmith.com

October 28, 2014

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. 2 to Registration Statement on Form S-1
 Filed October 10, 2014
 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 October 21, 2014 (the “Letter”) regarding the Company’s above-referenced Amendment No. 2 to Registration Statement on Form S-1 (the “Registration Statement”), as filed with the Commission on October 10, 2014.  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 3 to the Registration Statement on Form S-1 (the “Form S-1/A”) reflecting the responses of the Company below.  In addition, because the Form S-1/A now contains an estimated price range, the Company is also including an amended and restated response to comment 1 of the Staff of the Commission issued in a letter dated September 23, 2014 (“Comment 1”).

The Company’s responses are numbered to correspond to the Comments as numbered in the Letter and Comment 1.  For your convenience, each of the Comments contained in the Letter and Comment 1 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.

Letter dated October 21, 2014

Risk Factors
  If we fail to retain current members, page 20

1.                                      We note that Mr. Thompson is no longer your Chief Financial Officer. We also note on page 20 of your amended registration statement filed on September 9, 2014 that you are dependent on Mr. Thompson. Please expand your disclosure to discuss his departure and its expected impact on your company.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 20 of the Form S-1/A accordingly.

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

We do not believe that our non-prescription products . . ., page 36

2.                                      We note your response to comment 13 in the comment letter dated July 14, 2014 that Neonorm is not intended to diagnose, cure, mitigate, treat or prevent disease. However, we also note on page 73 that Neonorm is intended to address scours in dairy calves. Please expand your disclosure to clarify why you do not believe that Neonorm meets the definition of a drug under 21 U.S.C. § 321(g)(1)(B).

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on pages 36 and 87 of the Form S-1/A accordingly. The Company has also revised the disclosure throughout the S-1/A to further clarify that Neonorm is not intended to diagnose, cure, mitigate, treat or prevent scours, but is intended to improve gut health and normalize stool function in animals suffering from scours.

3.                                      We note that the FDA may choose in the future to exercise jurisdiction over animal supplement products. Please expand your disclosure to specifically address whether you have previously discussed with the FDA your belief that the FDA has no regulatory authority over your Neonorm product.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 37 of the Form S-1/A accordingly.

Business, page 62

4.                                      Please amend your disclosure to identify your distributor for the Upper Midwest region and your national master distributor. Additionally, please expand your disclosure to explain services that your national master distributor will provide in contrast to your regional distributors.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on pages 63 and 76-77 of the Form S-1/A accordingly.

Letter dated September 23, 2014

Capitalization, page 46

1.                                      We acknowledge your response to previous comment 9. Please revise your disclosure, when you establish your anticipated offering price range, to disclose the amount of the contingent beneficial conversion feature charge to loss applicable to common shareholders that will be recorded upon the completion of your offering related to your Series A redeemable convertible preferred stock.

Response:  The Company respectfully acknowledges the Staff’s Comment and advises the Staff that because the midpoint of the anticipated offering price range exceeds $3.3788 ($2.2472 x 1.5) that there is no beneficial conversion feature charge to loss applicable to common stockholders that will be recorded upon the completion of its offering related to the Company’s Series A redeemable convertible preferred stock.

[remainder of page intentionally left blank]

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

Bryan   Gendron, BDO USA, LLP, by e-mail

Donald   C. Reinke, Reed Smith LLP, by e-mail

Divakar   Gupta, Cooley LLP, by e-mail

John   T. McKenna, Cooley LLP, by e-mail

3

October 21, 2014

Via E -mail
Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
185 Berry Street, Suite 1300
San Francisco, California 94107

Re: Jaguar Animal Health, Inc.
Amendment No. 2  to Registration Statement on Form S-1
Filed October 10 , 2014
 File No. 333 -198383

Dear Ms. Conte :

We have reviewed your amended registration statement  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 comm ents.

Risk Factors
If we fail to retain current members, page 20

1. We note that Mr. Thompson is no longer your Chief Financial Officer.  We also note on
page 20 of your amended registration statement filed on September 9, 2014 that you are
dependent on M r. Thompson.  Please expand your disclosure to discuss his departure and
its expected impact on your company.

We do not believe tha t our non -prescription products . . ., page 36

2. We note your response to comment 13 in the comment letter dated July 14, 201 4 that
Neonorm is not intended to diagnose, cure, mitigate, treat or prevent disease .  However,
we also note on page 73 that Neonorm is intended to address scours in dairy calves.
Please expand your disclosure to clarify why you do not believe that Neonor m meets the
definition of a drug under 21 U.S.C. § 321(g)(1)(B).

Lisa A. Conte
Jaguar Animal Health, Inc.
September 23, 2014
Page 2

3. We note that the FDA may choose in the future to exercise jurisdiction over animal
supplement products.  Please expand your disclosure to specifically address whether you
have  previously dis cussed with the FDA your belief that the FDA has no regulatory
authority over your Neonorm product.

Business, page 62

4. Please amend your disclosure to identify your distributor for the Upper Midwest region
and your national master distributor.  Additiona lly, please expand your disclosure to
explain services that your national master distributor will provide in contrast to your
regional distributors.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to b e certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for  the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Lisa A. Conte
Jaguar Animal Health, Inc.
September 23, 2014
Page 3

 You may contact Frank Wyman at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial s tatements and related matters.
Please contact Matthew Jones at (202) 551 -3786, John Krug at (202) 551 -3862, or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc:  Donald C. Reinke, Esq.
Marianne C. Sarrazin, Esq.
Reed Smith LLP
101 Second Street, Suite 1800
San Francisco, California 94105

CORRESP
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101 Second Street, Suite 1800

San Francisco, CA 94105

Tel +1 415 543 8700

Fax +1 415 391 8269

reedsmith.com

October 10, 2014

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. 1 to Registration Statement on Form S-1
                                                  Filed September 9, 2014
                                                  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 September 23, 2014 (the “Letter”) regarding the Company’s above-referenced Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”), as filed with the Commission on September 9, 2014.  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 2 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.

Capitalization, page 46

1.                                      We acknowledge your response to previous comment 9. Please revise your disclosure, when you establish your anticipated offering price range, to disclose the amount of the contingent beneficial conversion feature charge to loss applicable to common shareholders that will be recorded upon the completion of your offering related to your Series A redeemable convertible preferred stock.

Response:  The Company respectfully acknowledges the Staff’s Comment and will revise the disclosure on page 46 of the Form S-1/A as requested when it establishes the anticipated offering price range.

Jeffrey P. Riedler
   October 10, 2014
    Page 2

Business, page 62

2.                                      We note your response to comment 6. Please amend your disclosure to briefly describe the material terms of this non-disturbance agreement when available. Additionally, please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 100 of the Form S-1/A accordingly.  The non-disturbance agreement is filed as Exhibit 10.23 to the Form S-1/A.

Next Steps and Commercialization Plans, page 70

3.                                      We note on page 70 that you expect to meet with the FDA in late August or early September 2014. Please update your disclosure regarding this meeting and the status of your rolling NADA process for Canalevia for the treatment of CID in dogs.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 69 of the Form S-1/A accordingly.

[remainder of page intentionally left blank]

Jeffrey P. Riedler
   October 10, 2014
    Page 3

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

Bryan   Gendron, BDO USA, LLP, by e-mail

Donald   C. Reinke, Reed Smith LLP, by e-mail

Divakar   Gupta, Cooley LLP, by e-mail

John   T. McKenna, Cooley LLP, by e-mail

CORRESP
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101 Second Street,   Suite 1800
   San Francisco, CA 94105

Tel +1 415 543 8700

Fax +1 415 391 8269

reedsmith.com

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].” THE OMITTED PORTIONS ARE BRACKETED IN THIS PAPER LETTER FOR EASE OF IDENTIFICATION.

October 9, 2014

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.
 Draft Registration Statement on Form S-1
 Filed September 9, 2014
 File No. 333-198383

Dear Mr. Riedler:

On behalf of our client, Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), and in connection with the submission of letters dated August 11, 2014 (the “First Response Letter”) and September 9, 2014 (the “Second Response Letter), in response to comments (the “Comments”) of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in a letter dated July 14, 2014 (the “Initial Letter”) and August 25, 2014 (the “Second Letter”), respectively, regarding the Company’s above-referenced Registration Statement on Form S-1, originally confidentially submitted to the Commission on June 16, 2014, and as subsequently amended on August 11, 2014, publicly filed on Form S-1 on August 27, 2014, and as further amended on September 9, 2014 (as so amended, the “Registration Statement”), we submit this supplemental letter to further address comment 8 of the First Response Letter and comment 4 of the Second Response Letter.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have recited the prior comment from the Staff in bold type and have followed the comment with the Company’s response.

CONFIDENTIAL TREATMENT REQUESTED BY JAGUAR ANIMAL HEALTH, INC.

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
   October 9, 2014

Page 2

8.                                      Progressively bridge your fair value determinations to the estimated IPO price range.  Please reconcile and explain the differences between the mid-point of your estimated offering price range and the fair values included in any analysis you provide.  Also, note that we are deferring a final evaluation of any stock compensation and other costs for future equity issuances including options, warrants, common shares and preferred shares until an amendment containing the estimated offering price is filed.

4.                                      Please refer to prior comment 8.  We acknowledge the information provided in your response but may have additional comments on your accounting for stock compensation once you have disclosed an estimated offering price.  When the amendment containing the estimated offering price is filed, please provide us separately a quantitative and qualitative analysis explaining the difference between the estimated offering price and the fair value of your most recent equity issuance.

Response:

Estimated Offering Price Range

The Company advises the Staff that the Company currently estimates, based in part on advice and input recently received from its underwriters, that the initial public offering price per share of its currently contemplated initial public offering (“IPO”) will be between $[*] - $[*] per share (the “Price Range”), which does not take into account an expected reverse stock split of the Company’s capital stock (the “Reverse Stock Split”) to be implemented prior to the IPO. The Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately-held company or being sold in an acquisition transaction.

The Company expects to include the Price Range and the size of the Reverse Stock Split in an amendment to the Registration Statement that would shortly precede the commencement of the Company’s road show process. We are providing this information to you supplementally to facilitate your review process.

Most Recent Equity Issuance; Value Determination and Methodology

June 2014

As previously disclosed to the Staff in the First Response Letter, on June 2, 2014, the board of directors granted restricted stock units (“RSUs”) to the Company’s employees for an aggregate of 118,953 shares of common stock and granted a non-qualified option to purchase 59,116 shares of common stock with an exercise price $3.22 per share to one director, Mr. Bochnowski.  The value of the RSUs and the option exercise price per share were determined by the Board of Director after considering the factors set forth on pages 59-60 of the Registration Statement and on a valuation performed by the Company and a third-party firm as of June 1, 2014 (the “June 2014 Valuation”).  The Board of Directors has not granted any stock awards since June 2, 2014.

The Company respectfully advises the Staff that the June 2014 Valuation resulted from valuing the enterprise value of the Company and then allocating the enterprise value among the various classes of Company stock.  Of the three approaches used to determine equity value, the Company relied on the market approach and did not rely upon the income approach or cost approach.  The Company considered the three primary methodologies under the market approach — (i) the guideline company method, (ii) the guideline transaction method and (iii) the subject company transaction method.

CONFIDENTIAL TREATMENT REQUESTED BY JAGUAR ANIMAL HEALTH, INC.

Jeffrey   P. Riedler
   October 9, 2014

Page 3

The Company utilized two methodologies to determine the fair value of the common stock: (i) the probability-weighted expected returns method (“PWERM”) and (ii) the option-pricing method (“OPM”), weighted 70% and 30%, respectively.

Pursuant to the PWERM, the Company reviewed various future outcomes and estimated enterprise values dependent upon such outcome and allocated a percentage likelihood to each as follows:  (i) IPO — 50%, (ii) sale or merger — 20%, (iii) continue as private company — 10% and (iv) failure — 20%.  The fair value under the PWERM analysis was estimated to be $4.99 per share.

The beginning point of the OPM is an estimate of enterprise valuation.  As disclosed on page 102 of the Registration Statement, in April and May 2014, the Company received additional aggregate gross proceeds of $1,777,338 from the issuance of 790,911 shares of Series A preferred stock.  Following such additional issuances the implied post-money enterprise value of the Company was $20.0 million.  The Company respectfully submits that the enterprise value ascribed to the Company by the professional investors who purchased the Series A preferred stock is the best indicator of the enterprise value of the Company as of June 1, 2014.  Pursuant to the OPM analysis, the Company estimated the value of call options on the common stocks’ participation in the value of the Company above the respective preferred stockholders’ liquidation rights.  The OPM involved estimating the value of call options using an OPM at a series of exercise prices that coincide with the liquidation and conversion preferences of the preferred and common stockholders.  After applying a volatility factor of 63.07%, a term of 0.90 (weighted average time of an IPO and sale or merger exit) and a risk-free rate of return of 0.29%, the fair value under the OPM analysis was estimated to be $2.34 per share.

Based upon a factor of 70% for the PWERM and 30% for the OPM, the Company determined that the fair value of the common stock was $4.19 per share, before applying a discount for lack of marketability.  The Company calculated a discount rate for lack of marketability of 23.3% based upon both quantitative and qualitative analysis and estimated a fair value of $3.22 per share.

Company Milestones Impacting Value

Subsequent to the June 2014 Valuation, the Company has achieved the following milestones:

·                                          The Company continued to progress towards the proposed IPO and made its first confidential submission with the Commission of the draft Registration Statement on Form S-1 on June 16, 2014, which it amended on August 11, 2014 in response to comments from the Commission and made its first public filing of the Registration Statement on Form S-1 on August 27, 2014, with the first amendment filed on September 9, 2014 in response to further comments from the Commission.

·                                          The Company engaged in “test-the-waters” meetings with investors pursuant to Section 5(d) of the Securities Act. In connection with such “test-the-waters” meetings, the Company received feedback from potential investors regarding the Company’s enterprise value that has caused management to increase its expectations regarding the anticipated price range of an IPO of the Company’s common stock.

·                                          The Company successfully raised $150,000 of additional capital in July 2014 through the issuance of convertible promissory notes, with the conversion price fixed at a discount to the IPO price, and in August 2014, secured a $1 million standby line of credit (which debt may become convertible at the holder’s into shares of the Company’s common stock at a conversion price

CONFIDENTIAL TREATMENT REQUESTED BY JAGUAR ANIMAL HEALTH, INC.

Jeffrey   P. Riedler
    October 9, 2014

Page 4

fixed at a discount to the IPO price), and issued warrants to the lender with the exercise price fixed  at a discount to the IPO price.

·                                          The Company continued to execute on its operational plans and hired two employees in June 2014 (an additional veterinary doctor, as well as a vice president, commercial), had three additional employees join the Company in September 2014 (an equine veterinary doctor, an executive director of regulatory affairs and a field sales manager), with a fourth (a director of operations) who started in early October 2014.

·                                          The Company filed investigational new drug applications (“INAD”) with the Food and Drug Administration (“FDA”) for additional pipeline prescription drug products in July 2014 (Virend, for herpes virus in cats) and in September 2014 (NP-500, for obesity related metabolic dysfunction in dogs), scheduled the meeting with the FDA to review the minor use major species, or MUMS, designation for crofelemer for chemotherapy induced diarrhea in dogs (to be held in late October 2014), and in mid-August 2014, commenced the ongoing field studies for Neonorm™ in preweaned dairy calves.

·                                          In July 2014, the Company commenced initial launch activities for its lead non-prescription product, Neonorm™, and met with key opinion leaders in the dairy industry.

·                                          In August 2014, the Company entered into its first distributorship arrangement for the Upper Midwest region with Animart.

·                                          In September 2014, the Company executed an additional distributor agreement with a national master distributor.  The Company also received finished product for Neonorm™ Calf and formally launched Neonorm™ Calf at the World Dairy Expo in partnership with Animart.

Although, no stock awards have been granted since June 2, 2014, the Company advises the Staff, that in August 2014, the Company conducted a valuation with a third-party firm of the fair value of the common stock.  The valuation utilized the same methodologies as the June 2014 Valuation (with different weightings and discounts) and estimated a fair value of $4.45 per share as of August 15, 2014.

Conclusion

The Company respectfully advises the Staff that it believes that the items discussed above since the June 2014 Valuation bridge the Company’s fair value determinations to the Price Range and the change in value is also supported by the following factors:

·                                          The Company and the third-party firm utilized quantitative methodologies to determine the fair value of the common stock, which may differ from the more qualitative and subjective methodologies that may be used by some public market investors to determine the price they are willing to pay in an IPO.

·                                          The Price Range represents a future price for shares of common stock that, if issued in the IPO, will be immediately freely tradable in a public market, whereas the estimated fair value of the common stock as of the June 2, 2014 grant date represents a contemporaneous estimate of the fair value of shares that were then illiquid, might never become liquid and, even if an IPO were successfully completed, would remain illiquid at least until the expiration of the 180-day lockup

CONFIDENTIAL TREATMENT REQUESTED BY JAGUAR ANIMAL HEALTH, INC.

Jeffrey   P. Riedler
   October 9, 2014

Page 5

period following the IPO. This illiquidity also accounts for a substantial difference between the fair value of the common stock as of June 2, 2014 grant date and the Price Range.

·                                          The Price Range does not take into account the probability of alternative outcomes that could yield lower valuations, such as an acquisition at differing valuations or that the Company may continue as a private, stand-alone entity or fail to continue as a going concern.

·                                          The holders of the Company’s preferred stock currently enjoy substantial economic rights and preferences over the holders of its common stock, including the right to receive dividends prior to any dividends declared or paid on any shares of the Company’s common stock and liquidation payments in preference to holders of common stock. The Price Range described assumes the conversion of all of the Company’s preferred stock upon the completion of its IPO. The corresponding elimination of the preferences and rights enjoyed by the holders of such preferred stock results in a higher valuation.

·                                          The successful completion of an IPO would strengthen the Company’s balance sheet, provide access to public equity and provide enhanced operational flexibility.

In conclusion, the Company respectfully submits to the Staff that the changes between the June 2014 Valuation and the Price Range are reasonable in light of the considerations outlined above.  The Company also respectfully submits that the determination of the fair value of its common stock in June 2014 was consistent with the American Institute of Certified Public Acco

September 23, 2014

Via E -mail
Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
185 Berry Street, Suite 1300
San Francisco, California 94107

Re: Jaguar Animal Health, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 9, 2014
 File No. 333 -198383

Dear Ms. Conte :

We have reviewed your amended registration statement  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.

Capitalization, page 46

1. We acknowledge  your response to previous comment 9.  Please revise your disclosure,
when you establish your anticipated offering price range, to disclose the amount of  the
contingent beneficial conversion feature charge to loss applicable to common
shareholders that will be recorded upon the completion of your offering related to your
Series A redeemable convertible preferred stock.

Business, page 62

2. We note your resp onse to comment 6. Please amend your disclosure to briefly describe
the material terms of this non -disturbance agreement when available.  Additionally,
please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S -K.

Lisa A. Conte
Jaguar Animal Health, Inc.
September 23, 2014
Page 2

 Next Steps and  Commercialization Plans, page 70

3. We note on page 70 that you expect to meet with the FDA in late August or early
September 2014.  Please update your disclosure regarding this meeting and the status of
your rolling NADA process for Canalevia for the treat ment of CID in dogs .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Frank Wyman at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial statements and related matters.

Lisa A. Conte
Jaguar Animal Health, Inc.
September 23, 2014
Page 3

 Please contact Matthew Jones at (202) 551 -3786, John Krug at (202) 551 -3862, or me at
(202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan  for

Jeffrey P. Riedler
Assistant Director

cc:  Donald C. Reinke, Esq.
Marianne C. Sarrazin, Esq.
Reed Smith LLP
101 Second Street, Suite 1800
San Francisco, California 94105

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

September 9, 2014

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.
 Draft Registration Statement on Form S-1
 Filed August 27, 2014
 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 August 25, 2014 (the “Letter”) regarding the Company’s above-referenced Draft Registration Statement on Form F-1 (the “Amended DRS”), as confidentially submitted to the Commission on August 11, 2014, and as subsequently publicly filed on Form S-1 on August 27, 2014.  Contemporaneous with this submission, the Company is filing on the EDGAR system an amended version of 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.

Prospectus Summary, page 1

1.                                      We note your response to comment 4.  Please do not include planned events in the table on pages 3 and 64 that you do not expect to accomplish in the next 12 months.  Including planned events in a table format that you do not expect to accomplish in the next 12 months may suggest to some readers that the completion date for these milestones is more likely than is justified without the benefit of additional context provided by the same information in the text.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on pages 3 and 64 of the Form S-1/A accordingly.

Use of Proceeds, page 44

2.                                      We note your response to comment 6.  Please expand your disclosure to include the approximate amount you plan to allocate to each clinical study.  Alternatively, if you have not yet decided what study to conduct with the allocated proceeds, please clarify this.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 44 of the Form S-1/A accordingly.

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
   September 9, 2014
    Page 2

3.                                      We note that you have allocated $3 million for developing other species-specific formulations of your prescription drug product candidates and non-prescription products.  Please expand your disclosure to identify which of your product candidates you plan to reformulate and for which species.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 44 of the Form S-1/A accordingly.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Significant Judgments and Estimates Accounting for Stock-Based Compensation, page 59

4.                                      Please refer to prior comment 8.  We acknowledge the information provided in your response but may have additional comments on your accounting for stock compensation once you have disclosed an estimated offering price.  When the amendment containing the estimated offering price is filed, please provide us separately a quantitative and qualitative analysis explaining the difference between the estimated offering price and the fair value of your most recent equity issuance.

Response:  The Company respectfully acknowledges the Staff’s Comment and undertakes to provide the Staff separately a quantitative and qualitative analysis explaining the difference between the estimated offering price and the fair value of its most recent equity issuance.

Business, page 62

5.                                      The first time you use the term p-value on page 69 please explain what it measures and the p-value that you have to achieve in order to conclude a statistically significant result.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 69 of the Form S-1/A accordingly.  The Company has also similarly revised the disclosure on page 74 of the Form S-1/A.

6.                                      We note that there may be third party security or collateral assignment agreements pertaining to the intellectual property licensed to you pursuant to the Napo License Agreement.  If applicable, please expand your disclosure to include any limitations that would impact Napo’s right to assign or encumber its intellectual property, and how such limitations could affect your license under the Napo License Agreement.

Response:  The Company respectfully acknowledges the Staff’s Comment and advises the Staff that, prior to the offering, Napo intends to enter into a non-disturbance agreement with the third-party secured creditor that holds a security interest in the intellectual property licensed to the Company pursuant to the Napo License Agreement.  Pursuant to such non-disturbance agreement, Napo’s third-party secured creditor will agree not to interfere with, among other things, the Napo License Agreement for so long as the Company meets its payment obligations pursuant to the Napo License Agreement.  Further, the consent of the third-party secured creditor will also be required with respect to certain subsequent amendments not previously approved by such secured creditor to the Napo License Agreement regarding (i) the Company’s payment obligations, (ii) Napo’s equity ownership in the Company or (iii) any change in exclusivity.  Neither the Company nor Napo currently anticipate any such amendments to the Napo License Agreement.

Jeffrey   P. Riedler
   September 9, 2014
    Page 3

Director Compensation, page 89

7.                                      We note your response to comment 27.  Please also update your disclosure to include any informal director compensation program, if applicable.

Response: The Company respectfully acknowledges the Staff’s Comment and advises the Staff that the Company does not have any informal director compensation program at this time.

Index to Financial Statements, page F-1

8.                                      Please refer to prior comment 30.  Please disclose the information provided in your response in either “Note 1.  Organization and Business,” MD&A or Business.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on page 52 of the Registration Statement accordingly.

Notes to Financial Statements
 Redeemable Convertible Preferred Stock, page F-17

9.                                      Please refer to prior comment 31 and address the following:

·                                          It is unclear from your response and disclosure in the second paragraph on page F-18 whether the provisions of your Series A redeemable convertible preferred stock that adjust the conversion price are solely triggered by an IPO.  As a result, please explain to us each instance that may trigger an adjustment to the conversion price and how that price would change and tell us how you account for each of these instances, referencing the authoritative literature your rely upon to support your accounting.

·                                          In your response to the preceding bullet, please explain to us your consideration of guidance associated with contingently adjustable conversion ratios as presented in ASC 470-20-35-1 through 35-5.

·                                          To the extent that your anticipated IPO price does not trigger automatic conversion of the Series A redeemable convertible preferred stock, please tell us why it is appropriate to include the conversion in your pro forma capitalization and dilution disclosures.

Response:  The Company respectfully acknowledges the Staff’s Comment and advises the Staff that there are two instances that may trigger an adjustment to the conversion price of the Series A Redeemable Convertible Preferred Stock (“Series A Preferred”).  These are as follows:

(1) Issuance of common stock at less than the conversion price; and

(2) In the event of an initial public offering (“IPO”).

Jeffrey   P. Riedler
   September 9, 2014
    Page 4

With respect to issuances of common stock at less than the conversion price, the Company respectfully advises the Staff that no such issuances have occurred, nor are any expected to occur prior to consummation of the IPO.  Accordingly, the Company respectfully advises the Staff that it has concluded that no further accounting consideration is required under ASC 470-20-35-1 as the trigger event has not occurred. The Company further advises the Staff that in the event of an IPO, the terms of the Series A Preferred provide that the conversion price is adjusted as set out in a formula provided in the Company’s certificate of incorporation.  Accordingly, the Company has determined that the Series A Preferred includes a contingent beneficial conversion feature and that such conversion includes an adjustable conversion ratio as defined in ASC 470-20-35-1. In accordance with this guidance, the Company advises the Staff that it has concluded that no accounting is required until the contingent event occurs (e.g., an IPO), which will result in determining the number of shares that would be received pursuant to the new conversion formula. Any incremental amount to be recognized upon an IPO will be recognized when the IPO occurs in accordance with ASC 470-20-35-3.

In response to paragraph three of the Staff’s comment, the Company further advises the Staff that it has determined that it is probable that the IPO price will trigger automatic conversion of the Series A Preferred.  As such, the Company determined it to be most appropriate to include the conversion in its pro forma capitalization and dilution disclosures to provide full and fair disclosure of what the expected capitalization will be in the event of consummation of an IPO.

[remainder of page intentionally left blank]

Jeffrey   P. Riedler
   September 9, 2014
    Page 5

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

Bryan Gendron, BDO USA, LLP, by e-mail

Donald C. Reinke, Reed Smith LLP, by e-mail

Divakar Gupta, Cooley LLP, by e-mail

John T. McKenna, Cooley LLP, by e-mail

August 25 , 2014

Via E -mail
Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
185 Berry Street, Suite 1300
San Francisco, California 94107

Re: Jaguar Animal Health, Inc.
Amendment No. 1 to
Draft Registration Statement on Form F -1
Submitted August 11 , 2014
  CIK No. 0001585608

Dear Ms. Conte :

We have reviewed your amended draft registration statement  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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumsta nces or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary, page 1

1. We note your response to comment 4.  Please do not include planned events in the table
on pages 3 and 64 that you do not expect to accomplish in the next 12 months.  Including
planned events in a table format that you do not expect to accomplish in the nex t 12
months may suggest to some readers that the completion date for these milestones is
more likely than is justified without the benefit of additional context provided by the
same information in the text.

Use of Proceeds, page 44

2. We note your respons e to comment 6. Please expand your disclosure to include the
approximate amount you plan to allocate to each clinical study.  Alternatively, if you

Lisa A. Conte
Jaguar Animal Health, Inc.
August 25 , 2014
Page 2

 have not yet decided what study to conduct with the allocated proceeds, please clarify
this.

3. We note that y ou have allocated $3 million for developing other species -specific
formulations of your prescription drug product candidates and non -prescription products .
Please expand your disclosure to identify which of your product candidates you plan to
reformulate and for which species.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Accounting for Stock -Based Compensation, page 5 9

4. Please refer to prior com ment 8.  We acknowledge the information provided in your
response but may have additional comments on your accounting for stock compensation
once you have disclose d an estimated offering price.  When the amendment containing
the estimated offering price is  filed, pl ease provide us separately a quantitative and
qualitative analysis explaining the difference between the estimated offering price and the
fair value of your most recent equity issuance .

Business, page 62

5. The first time you use the term p-value on page 69 please explain what it measures and
the p -value that you have to achieve in order to conclude a statistically significant result.

6. We note that there may be third party security or collateral assignment agreements
pertaining to the intel lectual property licensed to you pursuant to the Napo License
Agreement. If applicable, please expand your disclosure to include any limitations that
would impact Napo’s right to assign or encumber its intellectual property, and how such
limitations could affect your license under the Napo License Agreement.

Director Compensation, page 89

7. We note your response to comment 27. Please also update your disclosure to include any
informal director compensation program, if applicable .

Index to Financial Stateme nts, page F -1

8. Please  refer to prior comment 30.  Please disclose the information provided in your
response  in either “Note 1. Organization and Business,” MD&A or Business.

Notes to Financial Statements
8. Redeemable Conver tible Preferred Stock, page F-17

9. Please refer to prior  comment 31 and address the following:

Lisa A. Conte
Jaguar Animal Health, Inc.
August 25 , 2014
Page 3

  It is unclear from your response and disclosure in the second paragraph on page F -18
whether the provisions of your Series A redeemable convertible preferred stock that
adjust the conversion  price are solely triggered by an IPO.  As a result, please explain
to us each instance that may trigger an adjustment to the conversion price and how
that price would change and tell us how you account for each of these instances,
referencing the authorit ative literature your rely upon to support your accounting.
 In your response to the preceding bullet, please explain to us your consideration of
guidance associated with contingently adjustable conversion ratios as presented in
ASC 470 -20-35-1 through 35 -5.
 To the extent that your anticipated IPO price does not trigger automatic conversion of
the Series A redeemable convertible preferred stock, please tell us why it is
appropriate to include the conversion in your pro forma capitalization and dilution
discl osures.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

You may contact Frank Wyman at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial statements and related m atters.
Please contact Matthew Jones at (202) 551 -3786 , John Krug at (202) 551 -3862, or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Donald C. Reinke , Esq.
Marianne C. Sarrazin , Esq.
Reed Smith LLP
101 Second Street, Suite 1800
San Francisco, California 94105

July 14, 2014

Via E -mail
Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
185 Berry Street, Suite 1300
San Francisco, California 94107

Re: Jaguar Animal Health, Inc.
Draft Registration Statement on Form F -1
Submitted June 16, 2014
  CIK No. 0001585608

Dear Ms. Conte :

We have reviewed your draft registration statement 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  I f 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we  may have additional
comments.

General

1. Please file all exhibits as soon as practicable. We may have further comments upon
examination of these exhibits.

2. Prior to its use please provide us proofs of all graphic, visual or photographic information
you will provide in the printed prospectus. Please note that we may have comments
regarding this material.

3. Please supplementally provide us with any written mate rials that you or anyone
authorized to do so on your behalf provides in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors. Similarly, please supplementally pr ovide us with any research reports about
you that are published or distributed in reliance upon Section 2(a)(3) o f the Securities Act

Lisa A. Conte
Jaguar Animal Health, Inc.
July 14, 2014
Page 2

 of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating o r will participate in your offering.

Prospectus Summary, page 1

4. Please revise the table on page s 3 and 63 to include a new column for the last completed
milestone for each product candidate by indication. Additionally, please do not include
planned even ts in this table that you do not expect to accom plish in the next 12 months as
anticipated near-term milestones .

Risk Factors, page 11

5. We note on page 26 in the third paragraph of the risk factor labeled “ We are dependent
upon our license agre ement with Napo and if the agreement is terminated for any reason
our business will be harmed ,” you discuss the risk that creditors or a trustee in bankruptcy
could attempt to assert claims against you relating to your formation . Please relocate the
information  in the  third paragraph to a new risk factor  that would  follow this risk factor .
Please expand this information to briefly explain the concept of a fraudulent  convey ance
and how a plaintiff may seek to ap ply it to your situation. Additionally, p lease expand
your disclosure to discuss Napo’s solvency at the time of the transaction and presently.

Use of Proceeds, page 43

6. We note that you expect to use funds  to further develop  Canalevia  and Neonorm . Please
expand your disclosure to include the approximate amount you plan to allocate to each of
the studies you expect to fund with the proceeds . For each study  disclose  the related
indication .

7. We note that you plan to allocate funds for establishing manufacturing capabilities.
Please expand your disclosure to provide the location and size of the manufacturing
facilities you expect to be able to construct with the allocated proceeds and the products
and amount of such products that the facilities will be able to manufacture.

Management’s Discussion and Analysis of Financial Condition a nd Results of Operations
Accounting for Stock -Based Compensation, page 58

8. Please provide the following information separately for each equity issuance after
December 31, 2013 through the date you request effectiveness of any filed registration
statement:
 The date of the transaction;
 The number of shares/warrants or options issued/granted;
 The exercise price or per share amount paid;
 Your fair value per share estimate and how the estimate was made;
 The identity of the recipient, indicating if the recipient is a related party;

Lisa A. Conte
Jaguar Animal Health, Inc.
July 14, 2014
Page 3

  Nature and terms of any concurrent transactions; and
 The amount of any compensation element.

Progressively bridge your fair value determinations to the estimated IPO price range.
Please reconcile and explain the differences between the  mid-point of your estimated
offering price range and the fair values included in any analysis you provide.  Also, note
that we are deferring a final evaluation of any stock compensation and other costs for
future equity issuances including options, warran ts, common shares and preferred shares
until an amendment containing the estimated offering price is filed.

9. Please revise your disclosure to highlight that you will no longer be required to estimate
the fair value of your ordinary shares underlying new e quity awards once those shares
begin trading.

Business, page 61

10. We note that Canalevia and Neonorm are distinct products. Please expand your
disclosure to clarify if Neonorm contains crofelemer. Additionally, please discuss the
differences between these two products.

11. We note that Canalevia and Neonorm are both for th e treatment of diarrhea. Please
explain your decision to develop each of these products for the species you have
designated.

12. We note that you describe MUMS on page 61. Please revise your disclosure to discuss how
the FDA would qualify a drug candidate for  this designation for dogs or cats and how the
FDA would expedite the process through final approval.

13. We note on page 35 that you do not believe that Neonorm  fits the definition of an animal
drug, food or food additive and therefore is not regulated by t he FDA at this time.  Please
expand your disclosure to state how you believe the FDA will classify Neonorm based on
any guidance or correspondence from the FDA, as well as an analysis explaining why
Neonorm  is not an animal drug, food, or food additive.

14. We note on page 61 that you plan to complement your efforts to market Canalevia with a
distribution partner. Please clarify that you do not currently have a distribution partner.

15. We note on page 61 that you expect to initiate filing of a rolling NADA for Ca nalevia for
CID in dogs. Please revise your disclosure to discuss the differences between a standard
NADA and a rolling NADA .  Additionally , please describe the requirements which must
be met for the FDA to consider a request for a rolling NADA, and disclo se the nature of
all discussions and correspondence with the FDA regarding rolling NADA status.

Lisa A. Conte
Jaguar Animal Health, Inc.
July 14, 2014
Page 4

 16. We note  on page 61  that you have six investigational new animal drug applications .
Please expand your disclosure to describe the IN ADs subm itted for Canalevia and each
of your other product candidates by indication, if applicable, and disclose when these
INADs were filed  and by whom .

17. We note on page 67 that a number of clinical studies of crofelemer were conducted by
Napo in dogs. Please discuss the clinical studies that you relied on to establish a safety
database. Please also provide any results related to all primary and se condary efficacy
endpoints . To the extent you provide this information, please also disclose the related
p-values and conclusions you reach ed as to statistical significance . The first time you use
the term p -value please explain what it measures and the p -value that you have to achieve
in orde r to conclude a statistically significant result.  Alternatively, i f no statistical
analysis was performed please disclose that also.

Our Solution, page 70

18. To the extent known, please provide a description of the mechanism of action for
Neonorm similar t o the description provided for Canalevia on page 66.

Manufacturing, page 75

19. Please expand your disclosure to discuss intellectual property rights related to the
manufacture of Fulyzaq that you do not license  and explain how you intend to
manufacture crofelemer and Neonorm .

Competition, page 76

20. We note that you state that Canalevia will face competition from products approved for
use in humans that are used extra -label in animals. Ple ase expand your disclosure to
discuss the possible extra -label use of Fulyzaq  and other likely candidates .

Napo License Agreement, page 76

21. Please supplementally provide us with a copy of the security and collateral assignment
agreement between Napo and Nantucket Investments Limited .

Patent Portfolio, page 78

22. Please clarify that your patents cover formulations and methods of use for crofelemer and
Neonorm.

23. We note that you have patent protection through at least October 14, 2017 in certain
listed foreig n countries for the patents under the Napo License Agreement. We also note
that you have filed three provisional patent applications in the U.S . Please identify any

Lisa A. Conte
Jaguar Animal Health, Inc.
July 14, 2014
Page 5

 material patents or patent applications that cover material non -U.S. jurisdictions and
provide the jurisdiction(s), expiration date(s) and other relevant information comparable
to your disclosures regarding your three provisional patent applications in the U.S . In that
regard, we note disclosure throughout your prospectus discussing the EU syste ms and the
market for these drug candidates in the EU, suc h as your disclosure on pages 21, 76, and
81. Alternatively, if you do not intend to pursue the commercialization of your products
in Europe in reasonable proximity to pursuing commercialization in the US, please
clarify throughout the prospectus and consider eliminating or modifying your disclosure
regarding EU systems and markets, as may be applicable.

MUMS Designation , page 80

24. Please expand the discussion to disclose the approximate number of dogs that suffer from
CID and the number of annual veterinarian visits for dogs with CID.

Marketing Exclusivity, page 80

25. We note that, if your NADA is for a drug that contains an API that has previously been
approved, you may only be entitled to a three -year marketing exclusivity . Please expand
your disclosure to discuss how the approval of Fulyzaq for treatment in humans may
impact your period of exclusivity for Canalevia.

Management, page 83

26. Please clarify if Ms. Conte intends to continue to be the interim CEO of Napo.

Director Compensation, page 89

27. We note that you intend to make annual equity grants to directors. Please update your
disclosure to include the new director compensation if you determine the terms of your
director compensation program  prior to this offering.

Executive Compensation, page 90

28. We note on page 90 that you paid Napo $394,866 for services provided by its employees
pursuant to a service agreement. Please disclose all such compensation as required by
Item 402 of Regulation S -K, even if the compensation is due to a transaction between
your company and a third party. See Regulation S -K Item 402(m)(1) for guidance.
Additionally, please file the service agreement as an exhibit.

Principal Shareholders, page 97

29. We note on page 98 in the footnote number 1 to the table of beneficial owners that
Napo’s five -person board of directors has ownership and control of the shares of common

Lisa A. Conte
Jaguar Animal Health, Inc.
July 14, 2014
Page 6

 stock held by Napo. Please revise your disclosure  in the footnote to identify each of these
individua ls who share beneficial ownership of the shares held of record by Napo.

Index to Financial Statements, page F -1

30. Please tell us why it is appropriate to present only the financial statements of Jaguar
Animal Health, Inc. since its inception on June 6, 20 13.  Tell us why you do not present
any predecessor financial information from your parent, Napo Pharmaceuticals, Inc.  In
this regard, please substantiate why it is inappropriate to present either carve -out financial
statement of the animal health activit y of your parent for 2012 and 2013 or the financial
statements of your parent for 2012, 2013 and 2014 with pro forma information for the
latest fiscal year and subsequent interim period that removes the business activities other
than the animal health acti vities.  Reference for us the authoritative literature you rely
upon to support your presentation.

Notes to Financial Statements
8. Redeemable Convertible Preferred Stock, page F -15

31. Please explain your consideration of the terms governing adjustments to the initial
conversion price of $2.2472 per share in determining the accounting treatment for the
Series A redeemable convertible preferred stock.  Reference for us the authoritative
literature you rely upon to support your accounting.

If you intend to re spond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/div isions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorresponden ce.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or r efer to that information in our comment
letters to you.

You may contact Frank Wyman at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial statements and related matters.

Lisa A. Conte
Jaguar Animal Health, Inc.
July 14, 2014
Page 7

 Please contact Matthe w Jones at (202) 551 -3786 or me at (202) 551 -3715 with any other
questions.

Sincerely,

/s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc:  Donald C. Reinke
Marianne C. Sarrazin
Reed Smith LLP
101 Second Street, Suite 1800
San Francisco, California 94105