0001585608 false 0001585608 2022-06-10 2022-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 10, 2022

 

 

 

JAGUAR HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36714 46-2956775
(State or other jurisdiction of
incorporation)		 (Commission File Number) (IRS Employer Identification No.)

 

200 Pine Street, Suite 400

San Francisco, California

 94104
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (415) 371-8300

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share JAGX The Nasdaq Capital Market

 

 

 

   

 

 

Item 5.07   Submission of Matters to a Vote of Security Holders.

 

On June 10, 2022, Jaguar Health, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders of the Company (“Annual Meeting”). Four proposals were submitted to and approved by the Company’s stockholders. The proposals are described in detail in the Company’s proxy statement. The final results for the votes regarding each proposal are set forth below.

 

1.Proposal to elect three Class I directors to the Company’s Board of Directors to hold officer for a three-year term until the annual meeting of stockholders in 2025 and until their successors are elected and qualified. The votes regarding this proposal were as follows:

 

James J. Bochnowski, Lisa A. Conte and Jonathan B. Siegel

 

   For   Withheld   Broker Non-
Votes		 
James J. Bochnowski   23,086,410    2,164,475    12,220,074 
Lisa A. Conte   23,202,917    2,041,534    12,226,508 
Jonathan B. Siegel   23,266,887    1,982,465    12,221,607 

 

2.Proposal to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, was approved by the stockholders by the following vote:

 

For   Against   Abstained   Broker Non-
Votes		 
 35,370,077    1,937,554    163,328    0 

 

3.Proposal to approve for purposes of Nasdaq Rule 5635(d), the issuance of shares of the Company’s voting common stock, par value $0.0001 per share, upon the exchange of certain royalty interests and a promissory note previously issued by the Company to certain accredited investors, was approved by the stockholders by the following vote:

 

For   Against   Abstained   Broker Non-
Votes		 
 20,936,276    2,779,713    402,073    13,352,897 

 

4.Proposal to approve a proposal to grant discretionary authority to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3, was approved by the stockholders by the following vote:

 

For   Against   Abstained   Broker Non-
Votes		 
 22,250,242    2,595,707    415,768    12,209,242 

 

Item 7.01. Regulation FD Disclosure.

 


On June 10, 2022, the Company issued a press release announcing the results of the Annual 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.

 

2 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated June 10, 2022.

 

3 

 

 

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: June 10, 2022      
       

 

4 

 

 

Jaguar Health (NASDAQ:JAGX)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Jaguar Health Charts.
Jaguar Health (NASDAQ:JAGX)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Jaguar Health Charts.