EXPLANATORY NOTE
This Registration Statement on Form S-8 (the Registration Statement) registers additional shares of common stock of Jaguar Animal Health, Inc. (the Registrant) to be issued pursuant to Registrants 2014 Stock Incentive Plan (the Plan). Registrant initially registered 333,333 shares of its common stock issuable under the Plan pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on May 18, 2015 (File No. 333-204280) (the Initial S-8).
The number of shares of Registrants common stock available for grant and issuance under the Plan is subject to an annual evergreen provision increase on the first day of each fiscal year, for a period of not more than 5 years beginning on January 1st of the year following the year in which the Plan became effective, by (i) 2% of the total number of shares of Registrants common stock outstanding on the last day of the preceding fiscal year, or (ii) a lesser number determined by Registrants board of directors (the Annual Increase). As of January 1, 2016, the number of shares of Registrants common stock available for grant and issuance under the Plan increased by 162,498 shares.
In addition, on April 1, 2016, Registrants board of directors approved, subject to shareholder approval, an amendment to the Plan that increased the number of shares available for issuance under the Plan by 1,550,000 shares (the Amendment). Registrants shareholders approved the Amendment on June 14, 2016.
Pursuant to the Annual Increase and the Amendment, the total number of shares of the Registrants common stock available for grant and issuance under the Plan increased by 1,712,498 shares. Accordingly, the content of the Initial S-8 is incorporated herein by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Certain Documents by Reference
The following documents of Registrant filed with the Securities and Exchange Commission (the Commission) are incorporated herein by reference:
(a)
Registrants Annual Report on Form 10-K for its fiscal year ended December 31, 2015, filed on March 29, 2016 (Commission File No. 001-36714) (including information specifically incorporated by reference into the Registrants Annual Report on Form 10-K from Registrants Definitive Proxy Statement on Schedule 14A filed with the Commission on April 29, 2016);
(b)
Registrants Quarterly Reports on Form 10-Q for its fiscal quarter ended March 31, 2016, filed on May 10, 2016 (Commission File No. 001-36714), for its fiscal quarter ended June 30, 2016, filed on August 15, 2016 (Commission File No. 001-36714), and for its fiscal quarter ended September 30, 2016, filed on November 14, 2016, as subsequently revised or supplemented on Form 10-Q/A on December 5, 2016;
(c)
Registrants Current Reports on Form 8-K, filed with the Commission on April 6, 2016, April 27, 2016, May 3, 2016, June 9, 2016, June 20, 2016, June 21, 2016, August 23, 2016, September 7, 2016, October 6, 2016, November 29, 2016, December 15, 2016 and December 19, 2016 (Commission File No. 001-36714); and
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