ATM $7m
Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
October 05 2020 - 06:35AM
Filed pursuant to Rule 424(b)(5)
Registration No. 333-248763
PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED SEPTEMBER 23, 2020)
JAGUAR HEALTH, INC.
Up to $7,000,000 Shares of Common Stock
On October 5, 2020, we entered into a sales agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) relating to shares of our voting common stock, par value $0.0001 per share (“Common Stock”). In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Common Stock from time to time through Ladenburg.
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “JAGX.” On October 1, 2020, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.30 per share.
Sales of our Common Stock, if any, under this prospectus supplement may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). If authorized by us in writing, Ladenburg may also sell shares of our common stock in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. Ladenburg is not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Ladenburg and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
We will pay Ladenburg a commission equal to 3% of the gross sales price per share of common stock issued by us and sold through it as our sales agent under the Sales Agreement. In connection with the sale of the common stock on our behalf, Ladenburg will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Ladenburg will be deemed to be underwriting commissions or discounts.
As of the date of this prospectus supplement, the aggregate market value of our outstanding voting and non-voting common stock held by non-affiliates, or public float, is approximately $39.1 million, which was calculated based on 48,901,352 shares of outstanding voting and non-voting common stock held by non-affiliates on September 28, 2020 and on a closing price per share of $0.80 on August 10, 2020. Pursuant to General Instruction I.B.6 of Form S-3, so long as our public float remains below $75 million, in no event will we sell securities with a value of more than one-third of our public float in any 12-month period under the registration statement of which this prospectus is a part. During the 12-calendar month period ending on and including the date of this prospectus supplement, we have sold approximately $1.8 million of securities pursuant to General Instruction I.B.6 of Form S-3. As a result of the one-third limitation and prior sales, we are now able to offer and sell up to approximately $11.2 million of shares of our common stock.
AI
