SEC Form SC 13G filed by Jaguar Health Inc.
$JAGX
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
n/a
)*
Jaguar Health, Inc.
(Name
of Issuer)
Common Stock, Par Value $0.0001 Per Share
47010C706
May 08, 2023
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
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 respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
| CUSIP No. | 47010C706 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| John Fife and Fredrick Waid | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 1,908,651 on behalf of John M. Fife, 0 on behalf of Fredrick Waid | |||||
| 6 | SHARED VOTING POWER | ||||
| 0 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 1,908,651 on behalf of John M. Fife, 0 on behalf of Fredrick Waid | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 19,086 on behalf of John M. Fife, 1,889,565 on behalf of Fredrick Waid | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 9,99*% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
FOOTNOTES | |||||
| *The percentages set forth herein are calculated based on 19,105,622 shares outstanding as of May 19, 2023, as reported by the Issuer in its Annual Report to Security Holders filed with the SEC on June 1, 2023. | |||||
Item
1.
(a) | Name
of Issuer |
Jaguar Health, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
200 Pine Street, Suite 400
San Francisco, CA 94104 |
Item
2.
(a) | Name
of Person Filing |
John M Fife
Fredrick Waid |
(b) | Address
of Principal Business Office or, if none, Residence |
John M Fife:
303 East Wacker Drive, Suite 1040 Chicago, IL 60601 Fredrick Waid: 303 East Wacker Drive, Suite 1040 Chicago, IL 60601 |
(c) | Citizenship |
United States of America |
(d) | Title
of Class of Securities |
Common Stock, Par Value $0.0001 Per Share |
(e) | CUSIP
Number |
47010C706 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) |
Amount beneficially owned:
19,086 |
(b) |
Percent of class: 0.1% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
1,908,651 |
(ii) |
Shared power to vote or to direct the vote:
0 |
(iii) |
Sole power to dispose or to direct the disposition of:
1,908,651 |
(iv) |
Shared power to dispose or to direct the disposition of:
0 |
Item
5. | Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
The 1,908,651 shares referenced in this Schedule 13G are issued into the name of Uptown Capital, LLC, a Utah limited liability company (“Uptown”). Uptown is wholly-owned by Andersonville Capital, LLC, a Delaware limited liability company (“Andersonville”). Andersonville is 99% beneficially owned by the Van Sicklen Road Trust (the “Trust”) and 1% beneficially owned by John M. Fife (“Fife”). The Trust is managed by Fredrick Waid, who serves as its trustee. Fife has sole voting power of Andersonville.
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
| Not applicable. |
SIGNATURE
After
reasonable 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.
| John Fife | |||
Date:
July 13, 2023 | By:
| /s/ John Fife | |
| Name: John Fife | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |