JAGUAR ANIMAL HEALTH,INC. (NASDAQ:JAGX) Files An 8-K Entry into a Material Definitive Agreement

JAGUAR ANIMAL HEALTH,INC. (NASDAQ:JAGX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On November22, 2016, Jaguar Animal Health,Inc. (the Company)
entered into a securities purchase agreement (the Purchase
Agreement) with certain institutional investors (the Investors)
to which it agreed to sell to the Investors an aggregate of
1,666,668 shares of the Companys common stock (Shares), par value
$0.0001 per share (the Common Stock), at a purchase price of
$0.60 per share for total gross proceeds of approximately $1.0
million. to the Purchase Agreement, the Company also agreed to
issue and sell to the Investors (i)warrants to purchase up to an
aggregate of 1,666,668 shares of Common Stock, at an exercise
price of $0.75 per share (the SeriesA Warrants), (ii)warrants to
purchase up to an aggregate 1,666,668 shares of Common Stock, at
an exercise price of $0.90 per share (the SeriesB Warrants), and
(iii)warrants to purchase up to an aggregate 1,666,668 shares of
Common Stock, at an exercise price of $1.00 per share (the
SeriesC Warrants and together with the SeriesA Warrants and the
SeriesB Warrants, the Warrants). The Warrants are not exercisable
until six months after the date of issuance. From that initial
exercisable date, the SeriesA Warrants will have a term of 5
years, the SeriesB Warrants will have a term of 6 months, and the
SeriesC Warrants will have a term of 1 year. The potential gross
proceeds from the Warrants, if fully exercised on a cash basis,
will be approximately $4.4 million.

The Warrants contain limitations that prevent the holder thereof
from acquiring shares upon exercise of a Warrant that would
result in the number of shares beneficially owned by it and its
affiliates exceeding 4.99%, or 9.99% upon notice to the Company,
of the total number of shares of the Companys Common Stock then
issued and outstanding.

The closing is expected to take place on or about November29,
2016, subject to the satisfaction of customary closing
conditions. Rodman Renshaw, a unit of H.C. Wainwright Co., LLC
(the placement agent), served as the exclusive placement agent
for the offering. The Company has agreed to pay the placement
agent an aggregate fee equal to 8.0% of the gross proceeds
received by the Company from the sale of the securities in the
transaction. The Company also agreed to grant to the placement
agent or its designees warrants (the Placement Agent Warrants) to
purchase up to an aggregate of 133,333 shares of Common Stock
with same terms as the SeriesA Warrants, except that the
Placement Agent Warrants have an exercise price equal to $0.75.
The Company will also pay the placement agent a reimbursement for
legal fees and expenses of the placement agent of up to $65,000.

The securities described above were offered and will be sold to
an exemption from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act), to Section4(a)(2)of
the Securities Act and/or Regulation D promulgated thereunder.

In connection with the transactions described above, the Company
also entered into a registration rights agreement with the
Investors (the Registration Rights Agreement), to which the
Company agreed to register the shares of Common Stock acquired
from the Company (including upon any exercise of Warrants). The
Company is required to file a registration statement for the
resale of such securities within 10 business days following the
pricing date and to use its commercially reasonable efforts to
cause each such registration statement to be declared effective
no later than 60 days following the pricing date (or 90 days
following pricing date, if the Securities and Exchange Commission
determines to review the registration statement). The Company may
incur liquidated damages if it does not meet certain deadlines
with respect to its registration obligations under the
Registration Rights Agreement or if certain other events occur.
The Company also agreed to other customary obligations regarding
registration, including indemnification and maintenance of the
effectiveness of the registration statement.

The forms of Purchase Agreement, Registration Rights Agreement,
SeriesA Warrants, SeriesB Warrants, SeriesC Warrants and
Placement Agent Warrants are filed as Exhibits 10.1, 10.2, 4.1,
4.2, 4.3 and 4.4, respectively, to this Current Report on
Form8-K, and such documents are incorporated herein by reference.
The foregoing is only a brief description of the material terms
of the Purchase Agreement, the Registration Rights Agreement and
the Warrants, does not purport to be a complete description of
the rights and obligations of the parties thereunder and is
qualified in its entirety by reference to such exhibits.

Item 3.02 Unregistered Sales of Equity
Securities.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02 in its entirety.

Item 8.01 Other Events.

On November23, 2016, the Company issued a press release
announcing the offering described in Item 1.01. A copy of the
press release is attached as Exhibit99.1 to this Current Report
on Form8-K, and the information contained therein is incorporated
herein by reference.

Neither the filing of the press release as an exhibit to this
Current Report on Form8-K nor the inclusion in the press release
of a reference to our internet address shall, under any
circumstances, be deemed to incorporate the information available
at our internet address into this Current Report on Form8-K. The
information available at our internet address is not part of this
Current Report on Form8-K or any other report filed by us with
the Securities and Exchange Commission.

About JAGUAR ANIMAL HEALTH, INC. (NASDAQ:JAGX)
Jaguar Animal Health, Inc. is an animal health company focused on developing and commercializing gastrointestinal products for companion and production animals, and horses. The Company is developing a formulation of a Croton lechleri product for the treatment of ulcers in horses. It is developing a pipeline of prescription drug product candidates and non-prescription (non-drug) products. Its pipeline includes prescription drug product candidates for over nine indications across various species and non-prescription products targeting approximately seven species. Its product candidates include Canalevia, Species-specific formulations of crofelemer, Virend, Species-specific formulations of NP-500, Neonorm Calf and Species-specific formulations of Neonorm. Canalevia is its lead prescription drug product candidate for the treatment of various forms of diarrhea in dogs. Neonorm Calf and Neonorm Foal are its lead non-prescription products to improve gut health and normalize stool formation. JAGUAR ANIMAL HEALTH, INC. (NASDAQ:JAGX) Recent Trading Information
JAGUAR ANIMAL HEALTH, INC. (NASDAQ:JAGX) closed its last trading session up +0.001 at 0.690 with 168,109 shares trading hands.