0001104659-19-041840.txt : 20190725 0001104659-19-041840.hdr.sgml : 20190725 20190725160807 ACCESSION NUMBER: 0001104659-19-041840 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190723 FILED AS OF DATE: 20190725 DATE AS OF CHANGE: 20190725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOCHNOWSKI JAMES J CENTRAL INDEX KEY: 0001255743 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36714 FILM NUMBER: 19974524 MAIL ADDRESS: STREET 1: C/O DELPHI VENTURES STREET 2: 160 BOVET RD, SUITE 408 CITY: SAN MATEO STATE: CA ZIP: 94402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jaguar Health, Inc. CENTRAL INDEX KEY: 0001585608 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 MISSION STREET, SUITE 2375 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-896-5081 MAIL ADDRESS: STREET 1: 201 MISSION STREET, SUITE 2375 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: Jaguar Animal Health, Inc. DATE OF NAME CHANGE: 20130830 4 1 a4.xml 4 X0306 4 2019-07-23 0 0001585608 Jaguar Health, Inc. JAGX 0001255743 BOCHNOWSKI JAMES J C/O JAGUAR HEALTH, INC. 201 MISSION STREET, SUITE 2375 SAN FRANCISCO CA 94105 1 0 0 0 Common Stock 2019-07-23 4 P 0 180582 2.00 A 181618 I See Footnote Bridge Warrant to Purchase Common Stock 2.00 2019-05-24 4 P 0 218750 A 2019-07-23 2024-04-11 Common Stock 218750 218750 I See Footnote Series 1 Warrant to Purchase Common Stock 2.00 2019-07-23 4 P 0 180582 A 2019-07-23 2024-07-23 Common Stock 180582 180582 I See Footnote Series 2 Warrant to Purchase Common Stock 2.00 2019-07-23 4 P 0 180582 A 2019-07-23 2024-07-23 Common Stock 180582 180582 I See Footnote Stock Option (right to buy) 1.73 2019-07-24 4 A 0 208410 0 A 2022-07-24 Common Stock 208410 208410 D The reporting person purchased Class A Units, which consisted of one share of voting common stock, a Series 1 warrant to purchase one share of voting common stock and a Series 2 warrant to purchase one share of voting common stock, in an underwritten public offering by the issuer at a price of $2.00 per unit. The offering closed on July 23, 2019. On June 7, 2019, the issuer effected a 70-to-1 reverse stock split of the issued and outstanding shares of its voting common stock. Upon effectiveness of the reverse stock split, every 70 shares of voting common stock was automatically converted into one share of voting common stock. Securities held directly by the Bochnowski Family Trust. Mr. Bochnowski, by virtue of his position as a co-trustee and beneficiary of such trust and his sharing of voting and investment control over the securities held by the trust with his spouse, may be deemed to beneficially own the securities held by the Bochnowski Family Trust for purposes of Section 16. The bridge warrant was issued pursuant to a purchase agreement dated April 11, 2019. The actual issuance of the bridge warrant was subject to shareholder approval, which was obtained on May 24, 2019, and is exercisable upon the consummation of the underwritten public offering described in note 1 above for a period of five years from the date of the purchase agreement unless earlier terminated upon occurrence of certain events as set forth in the terms of the warrant. The Series 1 and Series 2 warrants are immediately exercisable upon issuance for a period of five years unless earlier terminated upon occurrence of certain events as set forth in the terms of the respective warrants. The exercise price for the bridge warrant and the Series 1 and Series 2 warrants is $2.00, calculated as the per share price at which the issuer issued securities in the underwritten public offering described in note 1 above. The reporting person purchased a 12% promissory note and received a bridge warrant in connection therewith, which was exercisable for a number of shares of voting common stock equal to 125% of the principal amount of the promissory note divided by the exercise price of $2.00. Granted pursuant to the issuer's 2014 Equity Incentive Plan. The option grant was approved by the issuer's board of directors on July 19, 2019, subject to the reporting person, in his capacity as the chairman of the board of directors, and Karen S. Wright, the Chief Financial Officer of the issuer, determining the exact number of option shares to be granted per option based on the issuer's fully diluted shares outstanding following the issuer's underwritten public offering described in note 1 above. The reporting person and Ms. Wright certified the exact number of option shares to be granted on 7/24/19, such that the effective date of the option grant was 7/24/19. Vests in equal monthly installments beginning on July 24, 2019, with five months of options, or 28,945 options, vested as of the grant date based on the reporting person's number of years of service on the issuer's board of directors, such that the grant is vested in full on the 3-year anniversary of the grant date. /s/ James J. Bochnowski 2019-07-25