Jaguar Health Sells $1M in Stock to Institutional Investor

TL;DR

Jaguar Health just sold $1M in stock to an investor at $0.90/share. Closing March 21.

AI Summary

On March 18, 2024, Jaguar Health, Inc. reported an unregistered sale of equity securities. The company entered into a securities purchase agreement with an institutional investor for the sale of 1,111,111 shares of its common stock at a purchase price of $0.90 per share, for a total of approximately $1,000,000. This transaction is expected to close on March 21, 2024.

Why It Matters

This unregistered sale of equity securities provides Jaguar Health with immediate capital, which can be crucial for funding ongoing operations and potential growth initiatives.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can dilute existing shareholders and may indicate a need for immediate capital, potentially signaling financial pressure.

Key Numbers

• $1.0M — Capital Raised (Through unregistered sale of equity securities)
• 1,111,111 — Shares Sold (At $0.90 per share)

Key Players & Entities

• Jaguar Health, Inc. (company) — Registrant
• March 18, 2024 (date) — Date of earliest event reported
• 1,111,111 (dollar_amount) — Number of shares sold
• $0.90 (dollar_amount) — Purchase price per share
• $1,000,000 (dollar_amount) — Total proceeds from sale
• March 21, 2024 (date) — Expected closing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, Par Value $0.0001 Per Share JAGX The Nasdaq Capital Mar
• $0.12 — he Company's common stock at a price of $0.12 per share for gross proceeds of approxi
• $2 million — are for gross proceeds of approximately $2 million. The sale of the securities was consumm

Filing Documents

• tm249401d1_8k.htm (8-K) — 32KB
• tm249401d1_ex99-1.htm (EX-99.1) — 16KB
• tm249401d1_ex99-1img001.jpg (GRAPHIC) — 12KB
• 0001104659-24-037348.txt ( ) — 241KB
• jagx-20240318.xsd (EX-101.SCH) — 3KB
• jagx-20240318_lab.xml (EX-101.LAB) — 33KB
• jagx-20240318_pre.xml (EX-101.PRE) — 22KB
• tm249401d1_8k_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. Share Purchase On March 18, 2024, Jaguar Health, Inc. (the "Company") entered into a privately negotiated securities purchase agreement (the "Securities Purchase Agreement") with Gen Ilac Ve Saglik Urunleri Sanayi Ve Ticaret, A.S. (the "Purchaser"), pursuant to which the Company issued 16,666,666 shares of the Company's common stock at a price of $0.12 per share for gross proceeds of approximately $2 million. The sale of the securities was consummated in connection with the Licensing Transaction (as defined below). The shares of common stock that were issued in the sale described above were issued in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended. The Securities Purchase Agreement is substantially in the form of the securities purchase agreement filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 17, 2021 , which is incorporated herein by reference. Exchange Transaction As previously disclosed, on March 1, 2024, the Company issued an aggregate of 179.3822 shares of Series J Preferred Stock to Streeterville Capital, LLC ("Streeterville") pursuant to a privately negotiated exchange agreement. On March 19, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville (the "Exchange Agreement"), pursuant to which the Company issued 8,333,333 shares of the Company's common stock in exchange for the surrender and cancellation of 40 shares of Series J Perpetual Preferred Stock based on an effective exchange price of $0.12 per share of common stock. The shares of common stock that were issued in the exchange transaction described above were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. The form of Exchange Agreement was filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal

01

Item 8.01. Other Events. On March 20, 2024, the Company issued a press release to announce that it had signed a binding term sheet covering the exclusive license and commercialization agreement for the Company's FDA-approved prescription drug Crofelemer with Purchaser in certain countries within Eastern Europe (the "Licensing Transaction"), which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release furnished as Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 17, 2021). 10.2 Form of Exchange Agreement (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019, filed on August 14, 2019). 99.1 Press Release dated March 20, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JAGUAR HEALTH, INC. By: /s/ Lisa A. Conte Name: Lisa A. Conte Title: President and Chief Executive Officer Date: March 21, 2024

View Full Filing

View this 8-K filing on SEC EDGAR