Jaguar Health Files 8-K: Material Agreements & Equity Sales

TL;DR

Jaguar Health dropped an 8-K detailing new debt, equity sales, and charter changes. Big moves happening.

AI Summary

On February 27, 2024, Jaguar Health, Inc. entered into a Material Definitive Agreement related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. This filing details significant corporate actions and financial arrangements.

Why It Matters

This filing indicates significant corporate and financial restructuring for Jaguar Health, potentially impacting its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Jaguar Health, Inc. (company) — Registrant
• February 27, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, Par Value $0.0001 Per Share JAGX The Nasdaq Capital Mar
• $10 million — est in the original principal amount of $10 million (as amended, the "March 2021 Royalty In
• $0.48 — of Common Stock at an exercise price of $0.48 per share, pursuant to the Securities P
• $25,000 — e quotient obtained by dividing (i) the $25,000 stated value of each share of Series J
• $0.06 — um Price on the date of payment and (y) $0.06 per share (the "Floor Price"), subject
• $6.2 million — 021 in the original principal amount of $6.2 million; (d) no Event of Default (as defined be
• $15,000,000 — he Company in excess of an aggregate of $15,000,000 without prior written consent of the Ho
• $10,000,000.00 — ng or filed in the future, in excess of $10,000,000.00 after the date of the Certificate of De

Filing Documents

• tm247635d1_8k.htm (8-K) — 66KB
• tm247635d1_ex3-1.htm (EX-3.1) — 99KB
• tm247635d1_ex10-1.htm (EX-10.1) — 27KB
• tm247635d1_ex10-2.htm (EX-10.2) — 37KB
• 0001104659-24-030064.txt ( ) — 451KB
• jagx-20240227.xsd (EX-101.SCH) — 3KB
• jagx-20240227_lab.xml (EX-101.LAB) — 33KB
• jagx-20240227_pre.xml (EX-101.PRE) — 22KB
• tm247635d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. CVP Debt Extinguishment and Exchange Transaction As previously disclosed, on March 8, 2021, Jaguar Health, Inc. (the "Company") sold to Streeterville Capital, LLC ("Streeterville") a royalty interest in the original principal amount of $10 million (as amended, the "March 2021 Royalty Interest"). On March 1, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville (the "Streeterville Exchange Agreement"), pursuant to which the Company issued an aggregate of 179.3822 shares of Series J Preferred Stock to Streeterville at an effective exchange price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) as of the date of the Streeterville Exchange Agreement, in exchange for the surrender of the March 2021 Royalty Interest by Streeterville (the "CVP Exchange Transaction"). Upon completion of the CVP Exchange Transaction, all outstanding balance of the March 2021 Royalty Interest was fully paid and the March 2021 Royalty Interest was terminated. Stock, each share of Series J Preferred Stock is exchangeable for shares of Common Stock. The terms of the Series J Preferred Stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series J Perpetual Preferred Stock (the "Certificate of Designation") filed with the Secretary of State of Delaware and effective on March 1, 2024. The Streeterville Exchange Agreement include representations, warranties, and covenants customary for a transaction of this type. The foregoing summary of the Streeterville Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Streeterville Exchange Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. PIPE Warrant Exchange Transaction As previously di

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained above in Item 1.01 under the heading "CVP Exchange Transaction" is hereby incorporated by reference into this Item 2.03 in its entirety.

02 Unregistered Sales of Equity Securities

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. The Series J Preferred Stock and the PIPE Exchange Shares were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series J Certificate of Designation As disclosed under Items 1.01 and 3.02 above, in connection with the CVP Exchange Transaction, the Company agreed to issue shares of Series J Preferred Stock to Streeterville. The preferences, rights, limitations and other matters relating to the Series J Preferred Stock are set forth in the Certificate of Designation, which the Company filed with the Secretary of State of the State of Delaware on March 1, 2024. The Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing. The Certificate of Designation authorizes the Company to issue 200 of its 4,464,011 authorized shares of preferred stock as Series J Preferred Stock. Dividends Holders of shares of Series J Preferred Stock (the "Holders") will not be entitled to receive any dividends on shares of Series J Preferred Stock. Voting Rights The Series J Preferred Stock shall vote together with shares of Common Stock on an as-converted basis from time to time, and not as a separate class, at any annual or special meeting of stockholders of the Company, and may act by written consent in the same manner as holders of shares of the Common Stock, in either case upon the following basis: each share of the Series J Preferred Stock shall be entitled to such number of votes equal to the quotient obtained by dividing (i) the $25,000 stated value of each share of Series J Preferred Stock (the "Stated Value") by (ii) the Minimum Price (which is defined as the lower of: (i) the Nasdaq official closing price (as reflected on Nasdaq.com) immediately preceding a given date or (ii) the average Nasdaq official closing price of the Common Stock (as reflected on Nasdaq.com) for the five (5) trading days immediately preceding such given date) of the Common Stock on the date of the CVP Exchange Agreements. In addition, as long as any shares of Series J Preferre

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View this 8-K filing on SEC EDGAR