Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment of 2014 Stock Incentive Plan

(e)  At the annual meeting of stockholders of Jaguar Health, Inc. (the “Company”) held on May 24, 2019, the Company’s stockholders approved an amendment to the Company’s 2014 Stock Incentive Plan (the “2014 Plan”) to increase the number of shares of the Company’s common stock (“Common Stock”) authorized for issuance under the 2014 Plan such that the aggregate authorized but unissued shares available for issuance under the 2014 Plan would be equal to 12.5% of the issued and outstanding shares of Common Stock on a fully diluted basis including for purposes of this calculation as if such shares available under the 2014 Plan were included in the denominator (and assuming conversion or exercise, as applicable, of all outstanding convertible securities, including but not limited to conversion of the Company’s Series A Convertible Participating Preferred Stock and Series B Convertible Preferred Stock  into shares of Common Stock shares in accordance with the Company’s Certificate of Incorporation as amended from time to time, all issued and outstanding warrants, RSUs and stock options (whether issued under or outside the 2014 Plan and the like)) calculated as of the earlier of (A) the day immediately after the consummation of the Company’s next underwritten public equity offering with gross proceeds of $5 million or more or (B) July 31, 2019 (collectively, the “Calculation Date”).  The Calculation Date occurred on July 24, 2019.  On the Calculation Date, the total number of issued and outstanding shares of Common Stock on a fully diluted basis was 30,404,653 shares.  Accordingly, the total number of shares of Common Stock approved for issuance under the 2014 Plan, confirmed on the Calculation Date, was 4,330,400 shares.

Stock Options

(e)  On July 19, 2019, at a regularly scheduled meeting of the Board of Directors of the Company, the Board of Directors approved the grant of stock options under the Company’s 2014 Plan (the “Options”) to officers, directors and certain employees of the Company (the “Option Grant”), including Lisa Conte (President and Chief Executive Officer), Steven R. King (Executive Vice President), and Karen S. Wright (Chief Financial Officer and Treasurer) (collectively the “Executive Officers”).  The Board of Directors approval of the Option Grant would be effective on the Calculation Date (defined above).  On July 24, 2019, the Calculation Date, the grant of the Options described below became effective:

The Options were granted under and in accordance with the terms and conditions of the 2014 Plan and the Form of Stock Option Grant Notice and Option Agreement (“Option Agreement”) filed with the SEC as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 on August 27, 2014.

Pursuant to the terms of the Options, the 2014 Plan and the Option Agreement, the Options will vest as follows provided in each case that the Executive Officer remains employed by the Company through the applicable vesting date:

The exercise price per share for the Options is $1.73, the closing price for the Company’s Common Stock on the Nasdaq Capital Market on Tuesday, July 23, 2019, which was the effective closing price when the Options became effective. Following the Option Grant, the total number of issued and outstanding shares of Common Stock on a fully diluted basis was 34,735,053 shares.

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