[SCHEDULE 13G/A] Jaguar Health, Inc. SEC Filing
Rhea-AI Filing Summary
Jaguar Health, Inc. Schedule 13G/A discloses that CVI Investments, Inc. and Heights Capital Management, Inc. collectively report beneficial ownership of 147,000 shares, equal to 9.9% of the class. The filing states the reported shares consist of shares issuable upon exercise of warrants and that the warrants are not exercisable to the extent exercise would cause ownership to exceed 9.99%. The company's prospectus reported 1,324,471 shares outstanding (excluding shares underlying the warrants) as of June 13, 2025.
The filing shows shared voting and dispositive power of 147,000 shares and no sole voting or dispositive power. Heights Capital serves as investment manager to CVI and may be deemed to exercise voting and dispositive power over the shares; both reporting persons disclaim beneficial ownership except for their pecuniary interest. The statement is signed by Sarah Travis on 08/12/2025 and references previously filed Limited Power of Attorney and Joint Filing Agreement exhibits.
Positive
- Material stake disclosed: Reporting persons hold 147,000 shares, representing 9.9% of the class.
- Clear instrument disclosure: The position is identified as consisting of shares issuable upon exercise of warrants.
- Manager role disclosed: Heights Capital is identified as CVI's investment manager and its role is explained.
Negative
- Exercise cap: Warrants are not exercisable to the extent exercise would cause ownership to exceed 9.99%, limiting immediate conversion.
- No sole control: Reporting persons report 0 sole voting and dispositive power, indicating no unilateral control over the issuer.
Insights
TL;DR: CVI/Heights disclose a near-10% position (147,000 warrants-based shares); material ownership disclosure, but exercise limits cap conversion.
The filing reports a 147,000-share interest representing 9.9% of Jaguar Health's outstanding common stock on a post-warrant basis, with the underlying instruments being warrants and an explicit 9.99% exercise cap. The disclosure clarifies governance control is shared (147,000 shared voting/dispositive power) with 0 sole voting or dispositive power. Heights Capital is identified as CVI's investment manager and may be deemed to exercise voting/dispositive power, while both entities disclaim beneficial ownership other than pecuniary interest. For investors, this is a material ownership filing that mainly documents position size and conversion constraints rather than immediate control actions.
TL;DR: Material ownership near the 10% reporting threshold, but the filing indicates limited unilateral control and managerial disclosure.
The Schedule 13G/A indicates the position arises from warrants rather than outright common stock, and the filing explicitly limits exercisability to prevent exceeding 9.99%. Shared voting and dispositive power is reported at 147,000 shares with no sole power, and the filing documents the role of Heights Capital as investment manager to CVI. The reporting persons' disclaimer of beneficial ownership except for pecuniary interest is standard in manager-managed arrangements. This disclosure is governance-relevant and material in size, while not indicating a change-in-control intent.