Securities Registration: Employee Benefit Plan (s-8)
14 April 2022 - 6:37AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on April 13, 2022
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Registration Statement No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Jaguar Health, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization) |
46-2956775
(I.R.S. Employer Identification No.) |
200 Pine Street, Suite 400
San Francisco, California 94104
(Address of principal executive office) (Zip Code)
2014 Stock Incentive Plan
(Full title of the plan)
Lisa A. Conte
Chief Executive Officer and President
Jaguar Health, Inc.
200 Pine Street, Suite 400
San Francisco, California 94104
(415) 371-8300
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Donald C. Reinke |
Jeffrey G. Aromatorio |
Reed Smith LLP |
Reed Smith LLP |
101 Second Street, Suite 1800 |
Reed Smith Centre, 225 Fifth Avenue |
San Francisco, California 94105 |
Pittsburgh, PA 15222 |
(415) 543-8700 |
(412) 288-3364 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
Non-accelerated filer x |
Accelerated filer ¨
Smaller reporting company x
Emerging growth company ¨ |
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. ¨ |
EXPLANATORY NOTE
This Registration Statement
on Form S-8 is filed by Jaguar Health, Inc. (f/k/a Jaguar Animal Health, Inc.), a Delaware corporation (the “Registrant”),
relating to 2,417,660 shares of its common stock, par value $0.0001 per share (the “Common Stock”), issuable to eligible employees,
consultants, and non-employee directors of the Registrant under the Registrant’s 2014 Stock Incentive Plan (the “Plan”),
which Common Stock is in addition to (a) the 105 shares of Common Stock registered on the Registrant’s Form S-8 filed on May 18,
2015 (File No. 333-204280), (b) the 543 shares of Common Stock registered on the Registrant’s Form S-8 filed on December 23, 2016
(File No. 333-215303), (c) the 2,152 shares of Common Stock registered on the Registrant’s Form S-8 filed on August 14, 2017
(File No. 333-219939), (d) the 233 shares of Common Stock registered on the Registrant’s Form S-8 filed on May 18, 2018 (File No. 333-225057), (e) the 1,558,303 shares of Common Stock registered on the Registrant’s Form S-8 filed on April 24, 2020 (File No. 333-237816), and (f) 1,900,372 shares of Common Stock registered on the Registrant’s Form S-8 filed on May 28, 2021 (File No. 333-256626) (collectively, the “Prior Registration Statements”). All of the share amounts presented herein reflect the
15-to-1 reverse stock split effective June 1, 2018, the 70-to-1 reverse stock split effective June 7, 2019 and the 3-to-1 reverse
stock split effective September 8, 2021.
This Registration Statement
relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with
General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the
contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except
as amended hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Registrant filed with
the Securities and Exchange Commission (File No. 001-36714) are incorporated herein by reference:
| (b) | Registrant’s Current Reports on Form 8-K filed on February 2, 2022, February 14, 2022, February 18, 2022, March 2, 2022, March 15, 2022, March 18, 2022 and April 1, 2022; |
| (c) | Registrant’s definitive proxy statement and definitive additional materials, on Schedule 14A, relating to our Annual Meeting
of Stockholders filed on April 13, 2021 and May 17, 2021; and |
All documents
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the
date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in
accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement
contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
See Exhibit Index immediately following the Signature
Pages.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco,
State of California, on this 13th day of April, 2022.
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JAGUAR HEALTH, INC. |
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By: |
/s/
Lisa A. Conte |
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Name: |
Lisa A. Conte |
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Title: |
Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitute and appoint Lisa A. Conte and Carol Lizak, and each one of them, as his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Lisa A. Conte |
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Chief Executive Officer, President, and Director |
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Lisa A. Conte |
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(Principal Executive Officer) |
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April 13, 2022 |
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/s/ Carol Lizak |
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Chief Financial Officer and Treasurer (Principal |
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Carol Lizak |
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Financial and Accounting Officer) |
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April 13, 2022 |
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/s/ James J. Bochnowski |
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Chairman of the Board of Directors |
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April 13, 2022 |
James J. Bochnowski |
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/s/ Greg J. Divis |
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Director |
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April 13, 2022 |
Greg J. Divis |
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/s/ John Micek III |
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Director |
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April 13, 2022 |
John Micek III |
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/s/ Jonathan B. Siegel |
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Director |
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April 13, 2022 |
Jonathan B. Siegel |
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