4//SEC Filing
BOCHNOWSKI JAMES J 4
Accession 0001104659-19-041840
CIK 0001585608other
Filed
Jul 24, 8:00 PM ET
Accepted
Jul 25, 4:08 PM ET
Size
17.5 KB
Accession
0001104659-19-041840
Insider Transaction Report
Form 4
BOCHNOWSKI JAMES J
Director
Transactions
- Purchase
Series 1 Warrant to Purchase Common Stock
2019-07-23+180,582→ 180,582 total(indirect: See Footnote)Exercise: $2.00From: 2019-07-23Exp: 2024-07-23→ Common Stock (180,582 underlying) - Purchase
Bridge Warrant to Purchase Common Stock
2019-05-24+218,750→ 218,750 total(indirect: See Footnote)Exercise: $2.00From: 2019-07-23Exp: 2024-04-11→ Common Stock (218,750 underlying) - Purchase
Series 2 Warrant to Purchase Common Stock
2019-07-23+180,582→ 180,582 total(indirect: See Footnote)Exercise: $2.00From: 2019-07-23Exp: 2024-07-23→ Common Stock (180,582 underlying) - Award
Stock Option (right to buy)
2019-07-24+208,410→ 208,410 totalExercise: $1.73Exp: 2022-07-24→ Common Stock (208,410 underlying) - Purchase
Common Stock
2019-07-23$2.00/sh+180,582$361,164→ 181,618 total(indirect: See Footnote)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]Granted pursuant to the issuer's 2014 Equity Incentive Plan.
- [F7]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.
- [F8]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.
Documents
Issuer
Jaguar Health, Inc.
CIK 0001585608
Entity typeother
Related Parties
1- filerCIK 0001255743
Filing Metadata
- Form type
- 4
- Filed
- Jul 24, 8:00 PM ET
- Accepted
- Jul 25, 4:08 PM ET
- Size
- 17.5 KB