Securities Registration Statement (s-1/a)
02 October 2018 - 5:51AM
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As filed with the Securities and Exchange Commission on October 1, 2018.
Registration No. 333-227292
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JAGUAR HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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2834
(Primary Standard Industrial
Classification Code Number)
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46-2956775
(I.R.S. Employer
Identification Number)
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201 Mission Street, Suite 2375
San Francisco, California 94105
(415) 371-8300
(Address, including zip code, and telephone number, including area code, of registrant's principal executive office)
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105
(415) 371-8300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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Donald C. Reinke, Esq.
Reed Smith LLP
101 Second Street, Suite 1800
San Francisco, California 94105
(415) 543-8700
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Robert F. Charron, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of
1933 check the following box:
ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
ý
Emerging growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities
to be Registered(1)
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Proposed Maximum
Aggregate Offering
Price(2)(3)
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Amount of
Registration Fee(3)
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Common Stock, par value $0.0001 per share
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$11,500,000
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$
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Pre-funded warrants to purchase shares of common stock and common stock issuable upon exercise thereof
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Underwriter warrants to purchase shares of common stock and common stock issuable upon exercise thereof(4)
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$1,150,000
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Total
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$12,650,000
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$1,574.93(5)
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of additional
securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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The
proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the
aggregate offering price of the pre-funded warrants offered and sold in the offering, and therefore the proposed aggregate maximum offering price of the common stock and pre-funded warrants (including
the common stock issuable upon exercise of the pre-funded warrants), if any, is $11,500,000.
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(3)
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Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended. Includes
the offering price of any additional securities that the underwriter has the option to purchase.
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(4)
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Represents
warrants issuable to H.C. Wainwright & Co., LLC (the "Underwriter's Warrants") to purchase a number of shares of common stock equal
to 8% of the number of shares of Common Stock and pre-funded warrants being offered at an exercise price equal to 125% of the public offering price. Resales of the Underwriter's Warrants on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, are registered hereby. Resales of shares of common stock issuable upon exercise of the Underwriter's
Warrants are also being similarly registered on a delayed or continuous basis hereby. See "Underwriting."
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(5)
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The
Registrant previously paid this amount in connection with the filing of this Registration Statement on September 12, 2018.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a
further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or
until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Exhibit Index
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EXHIBIT
NUMBER
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DESCRIPTION OF DOCUMENT
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1.1
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*
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Form of Underwriting Agreement.
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2.1
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Agreement and Plan of Merger, dated as of March 31, 2017, by and among Jaguar Health, Inc. (f/k/a Jaguar Animal
Health, Inc.), Napo Acquisition Corporation, Napo Pharmaceuticals, Inc. and Gregory Stock (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Jaguar Health, Inc. filed March 31, 2017,
File No. 001-36714).
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3.1
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Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report
on Form 8-K (No. 001-36714) filed with the Securities and Exchange Commission on August 1, 2017).
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3.2
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Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 9, 2018).
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3.3
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Certificate of Designation of Series A Convertible Participating Preferred Stock (incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K (filed with the Securities and Exchange Commission on March 27, 2018).
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3.4
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K
(No. 001-36714) filed with the Securities and Exchange Commission on May 18, 2015).
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4.1
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Reference is made to Exhibits
3.1
,
3.2
,
3.3
, and
3.4
.
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4.2
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Specimen Common Stock Certificate of Jaguar Health, Inc. (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on October 10, 2014).
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4.3
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Secured Convertible Promissory Note, dated June 29, 2017, by and between Jaguar Health, Inc. and Chicago Venture
Partners, L.P. (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed on July 3, 2017).
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4.4
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Specimen Non-Voting Common Stock Certificate of Jaguar Health, Inc. (incorporated by reference to Exhibit 4.1 to
the Form 8-K of Jaguar Health, Inc. filed August 1, 2017, File No. 001-36714).
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4.5
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Secured Promissory Note, dated December 8, 2017, by and between Jaguar Health, Inc. and Chicago Venture Partners,
L.P. (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed on December 14, 2017).
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4.6
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Form of Pre-Funded Warrant.
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5.1
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Opinion of Reed Smith LLP.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Reed Smith LLP (included in Exhibit 5.1 hereto).
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24.1
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Power of Attorney.
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Filed
herewith.
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Previously
filed.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 3 to Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, State of California, on October 1, 2018.
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JAGUAR HEALTH, INC.
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By:
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/s/ LISA A. CONTE
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Name:
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Lisa A. Conte
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Title:
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Chief Executive Officer and President
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Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to Registration Statement has been signed by the following persons in the capacities and on the
date indicated.
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Signature
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Title
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Date
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/s/ LISA A. CONTE
Lisa A. Conte
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Chief Executive Officer, President and Director (Principal Executive Officer)
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October 1, 2018
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/s/ KAREN WRIGHT
Karen Wright
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Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
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October 1, 2018
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James J. Bochnowski
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Chairman of the Board
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October 1, 2018
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Jiahao Qiu
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Director
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Greg J. Divis
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Director
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Jeffery C. Johnson
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Director
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October 1, 2018
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John Micek III
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Director
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October 1, 2018
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Jonathan B. Siegel
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Director
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October 1, 2018
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Murray David MacNaughtan
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Director
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October 1, 2018
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II-9
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Exhibit Index
SIGNATURES
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