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SC 13G Form - Statement of acquisition of beneficial ownership by individuals - Jaguar Health, Inc. (0001585608) (Subject)

SC 13G1g081868_sc13g.htmSC 13G

SECURITIESAND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE13G

 

Underthe Securities Exchange Act of 1934
(Amendment No. ________)*

 

JAGUARHEALTH, INC.

(Nameof Issuer)

 

CommonStock, $0.0001 par value per share

(Titleof Class of Securities)

 

47010C300

(CUSIPNumber)

 

October2, 2019

(Dateof Event which Requires Filing of this Statement)

 

Checkthe appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respectto the subject class of securities, and for any subsequent amendment containing information which would alter disclosures providedin a prior cover page.

 

Theinformation required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Actbut shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 47010C300   13G   Page 2 of 9 Pages

   
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Ionic Ventures LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☒
3. SEC USE ONLY
 
4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. Virgin Islands

NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER
 
0
6.

SHARED VOTING POWER

 

1,114,645(1)

7. SOLE DISPOSITIVE POWER
 
0
8.

SHARED DISPOSITIVE POWER

 

1,114,645(1)

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,114,645 (1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%
12. TYPE OF REPORTING PERSON (see instructions)

OO

 

(1)As more fully described in Item 4, the number of shares beneficially owned includes 1,000 shares of Common Stock to be issuedupon the conversion or exercise, as applicable, of shares of Series 2 Warrants, Series B Preferred Stock or Series B-1 PreferredStock held by the Reporting Persons, which reflects the Blocker (as defined below).

 

 

 

 

CUSIP No. 47010C300   13G   Page 3 of 9 Pages

   
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Brendan O’Neil
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☒
3. SEC USE ONLY
 
4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER
 
0
6. SHARED VOTING POWER
 
1,114,645 (1)
7. SOLE DISPOSITIVE POWER
 
0
8. SHARED DISPOSITIVE POWER
 
1,114,645 (1)

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,114,645 (1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%
12. TYPE OF REPORTING PERSON (see instructions)

IN

 

(1)As more fully described in Item 4, the number of shares beneficially owned includes 1,000 shares of Common Stock to be issuedupon the conversion or exercise, as applicable, of shares of Series 2 Warrants, Series B Preferred Stock or Series B-1 PreferredStock held by the Reporting Persons, which reflects the Blocker.

 

 

 

 

CUSIP No. 47010C300   13G   Page 4 of 9 Pages

   
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Keith Coulston
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☒
3. SEC USE ONLY
 
4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5. SOLE VOTING POWER
 
0
6. SHARED VOTING POWER
 
1,114,645 (1)
7. SOLE DISPOSITIVE POWER
 
0
8. SHARED DISPOSITIVE POWER
 
1,114,645 (1)

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,114,645 (1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%
12. TYPE OF REPORTING PERSON (see instructions)

IN

 

(1)As more fully described in Item 4, the number of shares beneficially owned includes 1,000 shares of Common Stock to be issuedupon the conversion or exercise, as applicable, of shares of Series 2 Warrants, Series B Preferred Stock or Series B-1 PreferredStock held by the Reporting Persons, which reflects the Blocker.

 

 

 

 

CUSIP No. 47010C300   13G   Page 5 of 9 Pages

 

Item1(a). Name of Issuer:

 

JaguarHealth, Inc., a Delaware corporation (the “Issuer”)

 

Item1(b). Address of Issuer’s Principal Executive Offices:

 

TheIssuer’s principal executive offices are located at 201 Mission Street, Suite 2375, San Francisco, California 94105.

 

Item2(a). Names of Persons Filing:

 

This statement is filed by:
   
  (i) Ionic Ventures LLC, a U.S. Virgin Islands limited liability company (“Ionic”);
   
  (ii) Brendan O’Neil (“Mr. O’Neil”); and
   
  (iii) Keith Coulston (“Mr. Coulston”).

 

The foregoing persons are hereinaftersometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to personsother than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

 

The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.  

 

Item2(b). Address of Principal Business Office or, if none, Residence:

 

Theprincipal business address of each of the Reporting Persons is 5328 Yacht Haven Grande, Box#15/Suite C201, St. Thomas, VI 00802.

 

Item2(c). Citizenship:

 

Ionicis a limited liability company organized under the laws of the U.S. Virgin Islands. Each of Mr. O’Neil and Mr. Coulstonis a citizen of the United States.

 

Item2(d). Title of Class of Securities:

 

Thetitle of the class of securities to which this statement relates is the common stock of the Issuer, $0.0001 par value per share(the “Common Stock”).

 

Item2(e). CUSIP Number:

 

47010C300

 

 

 

 

CUSIP No. 47010C300   13G   Page 6 of 9 Pages

 

Item3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing isa:

 

Notapplicable.

 

Item4. Ownership.

 

Theinformation required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pageto this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reportedare based on (i) 9,907,405 shares of Common Stock issued and outstanding as of September 13, 2019, as reported in the Issuer’sRegistration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission on September 27, 2019, (ii) 1,250,000shares of Common Stock that were issued upon exercise of Series 1 warrants (the “Series 1 Warrants”) that wereheld by the Reporting Persons, and (iii) 1,000 shares of Common Stock issuable upon the conversion or exercise, as applicable,of shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”), Series B-1 ConvertiblePreferred Stock (the “Series B-1 Preferred Stock”) or Series 2 warrants (“Series 2 Warrants”)held by the Reporting Persons, which reflects the Blocker (as defined below).

 

985,500shares of Common Stock would be issuable upon full conversion of the shares of the Series B Preferred Stock, 630,063 shares ofCommon Stock would be issuable upon full conversion of the shares of the Series B-1 Preferred Stock, and 1,250,000 shares of CommonStock would be issuable upon full exercise of the Series 2 Warrants. However, the Reporting Persons are prohibited from (i) convertingshares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with itsaffiliates and any persons acting as a group together with such holder or any of such holder’s affiliates, would beneficiallyown more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effectto the conversion (the “Series B Blocker”), (ii) converting shares of Series B-1 Preferred Stock into sharesof Common Stock if, as a result of such conversion, the holder, together with its affiliates and any persons acting as a grouptogether with such holder or any of such holder’s affiliates, would beneficially own more than 9.99% of the total numberof shares of Common Stock then issued and outstanding immediately after giving effect to the conversion (the Series B-1 Blocker”),and (iii) exercising Series 2 Warrants into shares of Common Stock if, as a result of such exercise, the holder, together withits affiliates and any persons acting as a group together with such holder or any of such holder’s affiliates, would beneficiallyown more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effectto the exercise (the “Series 2 Warrants Blocker” and, together with the Series B Blocker and the Series B-1Blocker, the “Blocker”). As a result of the Blocker, beneficial ownership of the Reporting Persons is cappedat 9.99% of the outstanding Common Stock of the Issuer.

 

Ionicis the beneficial owner of 1,114,645 shares of Common Stock ( the “Shares”). Ionic has the power to disposeof and the power to vote the Shares beneficially owned by it, which power may be exercised by its managers, Mr. O’Neil andMr. Coulston. Mr. O’Neil and Mr. Coulston, as managers of Ionic, have shared power to vote and/or dispose of the Sharesbeneficially owned by Ionic. Neither Mr. O’Neil nor Mr. Coulston directly owns any shares of Common Stock of the Issuer.By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O’Neil and Mr. Coulston may be deemed to beneficiallyown the Shares beneficially owned by Ionic.

 

Item5. Ownership of Five Percent or Less of a Class.

 

Ifthis statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficialowner of more than five percent of the class of securities, check the following ☐.

 

Item6. Ownership of More than Five Percent on Behalf of Another Person.

 

Notapplicable.

 

 

 

 

CUSIP No. 47010C300   13G   Page 7 of 9 Pages

 

Item7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Notapplicable.

 

Item8. Identification and Classification of Members of the Group.

 

Notapplicable.

 

Item9. Notice of Dissolution of Group.

 

Notapplicable.

 

Item10. Certification.

 

Bysigning below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and arenot held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and werenot acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other thanactivities solely in connection with a nomination under § 240.14a-11.

 

 

 

 

CUSIP No. 47010C300   13G   Page 8 of 9 Pages

 

Afterreasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,complete and correct.

 

Date: October 11, 2019 IONIC VENTURES, LLC
   
  /s/ Keith Coulston
  Name: Keith Coulston
  Title: Partner
   
  /s/ Brendan O’Neil
  Brendan O’Neil
   
  /s/ Keith Coulston
  Keith Coulston

 

 

 

 

CUSIP No. 47010C300   13G   Page 9 of 9 Pages

 

EXHIBIT1

 

JOINTFILING AGREEMENT

PURSUANTTO RULE 13d-1(k)

 

Theundersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned andthat all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without thenecessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timelyfiling of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein andtherein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to theextent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agreethat this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemedto be an original, but all of which counterparts shall together constitute one and the same instrument.

 

Date: October 11, 2019 IONIC VENTURES, LLC
   
  /s/ Keith Coulston
  Name: Keith Coulston
  Title: Partner
   
  /s/ Brendan O’Neil
  Brendan O’Neil
   
  /s/ Keith Coulston
  Keith Coulston

 

 

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