Jaguar Health Files 8-K on Shareholder Votes & Disclosures

TL;DR

Jaguar Health dropped an 8-K covering shareholder votes and other key updates.

AI Summary

Jaguar Health, Inc. filed an 8-K on April 9, 2024, to report on matters submitted to a vote of security holders, Regulation FD disclosures, and other events. The filing also includes financial statements and exhibits. The company, formerly known as Jaguar Animal Health, Inc., is incorporated in Delaware and its principal executive offices are located in San Francisco, California.

Why It Matters

This filing provides crucial updates on corporate actions and regulatory disclosures, impacting investor understanding of the company's governance and operational status.

Risk Assessment

Risk Level: low — This is a routine filing detailing corporate events and disclosures, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• Jaguar Health, Inc. (company) — Registrant
• Jaguar Animal Health, Inc. (company) — Former company name
• April 9, 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
• $1.00 m — he Company's failure to comply with the $1.00 minimum bid price requirement under Nasda
• $0.10 — ecurities having a closing bid price of $0.10 or less for ten consecutive trading day

Filing Documents

• tm2411445d1_8k.htm (8-K) — 43KB
• tm2411445d1_ex99-1.htm (EX-99.1) — 11KB
• tm2411445d1_ex99-1img001.jpg (GRAPHIC) — 11KB
• tm2411445d1_ex99-1img002.jpg (GRAPHIC) — 3KB
• 0001104659-24-045283.txt ( ) — 251KB
• jagx-20240409.xsd (EX-101.SCH) — 3KB
• jagx-20240409_lab.xml (EX-101.LAB) — 33KB
• jagx-20240409_pre.xml (EX-101.PRE) — 22KB
• tm2411445d1_8k_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security

Item 5.07 Submission of Matters to a Vote of Security Holders. On April 9, 2024, Jaguar Health, Inc. (the "Company") held a special meeting of stockholders of the Company (the "Special Meeting"). Four proposals were submitted to and approved by the Company's stockholders, each of which is described in the Company's definitive proxy statement for the Special Meeting (the "Proxy Statement"), filed with the Securities and Exchange Commission on March 15, 2024. At the Special Meeting, a total of 72,298,335 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), out of a total of 206,757,242 shares of Common Stock issued and outstanding and entitled to vote, and a total of 179.3822 shares of the Company's Series J Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), representing all of the issued and outstanding shares of Preferred Stock entitled to vote at the Special Meeting, each as of March 1, 2024, the record date for the Special Meeting, were represented in person or by proxy at the Special Meeting. As described in the Proxy Statement, each share of Preferred Stock entitled the holder of record thereof to 424,304 votes on Proposals 1, 3, and 4 at the Special Meeting; provided, that, such shares of Series J Preferred Stock were only entitled to vote on Proposals 1, 3 and 4 and any holder of Series J Preferred Stock is not entitled to vote, on an as-converted basis and in the aggregate with respect to any shares of Common Stock and preferred stock of the Company beneficially owned by such holder and any Affiliates or Attribution Parties (as such terms are defined in the Certificate of Designation of Series J Preferred Stock) of such holder, more than 9.99% of the Company's outstanding shares of Common Stock as of the applicable record date. The final results for the votes regarding each proposal are set forth below. 1. Proposal to approve an amendment to the Company's Third Amended and Restated Certificate of Incor

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 9, 2024, the Company issued a press release announcing the results of the Special Meeting, a copy of which is furnished as Exhibit 99.1. The information in Exhibit 99.1 attached 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 Other Events

Item 8.01 Other Events. As previously reported, on May 10, 2023, the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") issued the Company a notification citing the Company's failure to comply with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was initially provided 180 calendar days, or until November 6, 2023, and was subsequently granted an additional 180 calendar day period, or until May 6, 2024, to regain compliance with the Minimum Bid Price Requirement. However, on February 15, 2024, the Company received a delisting determination letter from the Staff in accordance with Nasdaq Listing Rule 5810(c)(3)(A)(iii) due to the Company's securities having a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, on February 29, 2024, the Company requested a hearing before the Nasdaq Hearings Panel (the "Panel") which automatically stayed the delisting of the Company's common stock from Nasdaq pending a decision from the Panel. Pursuant to an expedited review process, whereby the Company submitted responses to a written questionnaire regarding its plan to regain compliance with the Minimum Bid Price Requirement, the Panel provided notice on April 5, 2024 granting the Company's request to extend the period for the Company to regain compliance with the Minimum Bid Price Requirement until August 13, 2024.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release Announcing Results of the 2024 Special Meeting of Stockholders of the Company, dated April 9, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 3

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: Chief Executive Officer & President Date: April 9, 2024 4

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View this 8-K filing on SEC EDGAR