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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): March 5, 2024 

 

 

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the 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 3.02 Unregistered Sales of Equity Securities.

 

As previously disclosed, on March 1, 2024, Jaguar Health, Inc. (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 5, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville (the “Exchange Agreement”), pursuant to which the Company issued 10,000,000 shares of the Company’s common stock in exchange for the surrender and cancellation of 40 shares of Series J Perpetual Preferred 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 quarter ended June 30, 2019, filed on August 14, 2019, which is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit
No.		   Description
     
10.1   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).
     
 104   Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

 

 

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 8, 2024

 

 

 

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Mar. 05, 2024
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Document Period End Date Mar. 05, 2024
Entity File Number 001-36714
Entity Registrant Name JAGUAR HEALTH, INC.
Entity Central Index Key 0001585608
Entity Tax Identification Number 46-2956775
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 200 Pine Street
Entity Address, Address Line Two Suite 400
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
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City Area Code 415
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, Par Value $0.0001 Per Share
Trading Symbol JAGX
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Entity Emerging Growth Company false
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