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