UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
201 Mission200 Pine Street, Suite 2375,400, San Francisco, CA 9410594104
Tel: 415.371.8300 ·• Fax: 415.371.8311www.jaguar.health.comhttps://jaguar.health
November
2024
JAGUAR HEALTH, INC.
200 Pine Street201 Mission Street
Suite 2375400
San Francisco, CA 9410594104
In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the Special Meeting or any adjournment or postponement. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the Special Meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [ ], April [ ], 2024. The proxy materials are available at https://jaguarhealth.gcs-web.com/financial-information/annual-reports | | |
San Francisco, California
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
jaguarhealth.gcs-web.com/financial-information/annual-reports.
March 15, 2024.
Statement and related materials refers only to Jaguar'sthe Company’s voting Common Stockcommon stock and does not include Jaguar'sthe Company’s convertible non-voting common stock.
make that change.
3.
Proposals 1 and 2 are considered "non-routine" matters. Therefore, if you hold your shares in street name and do not give your Any broker specific voting instructions with respect to Proposals 1 and/or 2, your sharesnon-vote will not be voted, resulting in broker non-votes. Broker non-votes also will not be counted as present at the Special Meeting for purposes of determining a quorum, atbut will be treated as not entitled to vote with respect to non-routine matters.
Required Vote
Proposal 1
In voting with regardamendment to the COI to effect the Reverse Stock Split (Proposal 1) and the proposal to approve pursuant to Nasdaq Listing Rules 5635(b) and (d), the issuanceone or more adjournments of up to an aggregate of 17,808,144 shares of Jaguar Common Stock that may be issued to (i) Chicago Venture Partners, L.P. ("CVP") upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the Convertible Promissory Note, due August 2, 2018, issued by Jaguar to CVP in the original principal amount of $2,155,000 (the "CVP Note"), subject to the terms of the CVP Note, and (ii) Iliad Research and Trading, L.P. ("Iliad"), an affiliate of CVP, upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the Convertible Promissory Note proposed to be issued by Jaguar to Iliad in the original principal amount of $1,375,000 (the "Iliad Note"), subject to the terms of the Iliad Note, such aggregate shares constituting approximately 19.9% of our outstanding shares of Common Stock assuming conversion of the non-voting common stock, you may vote in favor of the proposal, vote against the proposal or abstain from voting.
The vote required to approve Proposal 1 is governed by Delaware law, Nasdaq Listing Rules, our Second Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws and is the affirmative vote of the holders of a majority of the shares represented and entitled to vote at the Special Meeting, provided a quorum is present. As a result, abstentions will be considered in determining whether a quorum is present and the number of votes required to obtain the necessary majority vote and therefore will have the same legal effect as voting against Proposal 1.
Proposal 2
In voting with regard to the proposal to grant discretionary authority to adjourn the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposals 1, 2 and 3 (Proposal 4) are considered routine matters and brokers will be permitted to vote in their discretion on such matters on behalf of clients who have not furnished voting instructions at least 10 days before the date of the Special Meeting. In contrast, the proposal to approve the issuance of shares of
4.
Except as otherwise set forth below, the address of each beneficial owner listed in the table below is c/o Jaguar Health, Inc., 201 Mission200 Pine Street, Suite 2375,400, San Francisco, California 94105.
Name and address of beneficial owner | | | Common Stock | | | Series J Preferred Stock | | ||||||||||||||||||
| Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||||||||||
5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | |
Streeterville Capital, LLC(1) | | | | | — | | | | | | — | | | | | | 179.3822 | | | | | | 100% | | |
Named executive officers and directors: | | | | | | | | | | | | | | | | | | | | | | | | | |
Lisa A. Conte(2) | | | | | 11,717 | | | | | | * | | | | | | — | | | | | | — | | |
Pravin Chaturvedi, Ph.D.(3) | | | | | 2,688 | | | | | | * | | | | | | — | | | | | | — | | |
Steven R. King, Ph.D(4) | | | | | 3,361 | | | | | | * | | | | | | — | | | | | | — | | |
Jonathan S. Wolin(5) | | | | | 2,909 | | | | | | * | | | | | | — | | | | | | — | | |
Carol Lizak(6) | | | | | 1,411 | | | | | | * | | | | | | — | | | | | | — | | |
James J. Bochnowski(7) | | | | | 6,340 | | | | | | * | | | | | | — | | | | | | — | | |
Jonathan B. Siegel(8) | | | | | 3,006 | | | | | | * | | | | | | — | | | | | | — | | |
John Micek III(9) | | | | | 2,297 | | | | | | * | | | | | | — | | | | | | — | | |
Anula Jayasuriya(10) | | | | | 1,718 | | | | | | * | | | | | | — | | | | | | — | | |
All current executive officers and directors as a group (9 persons)(11) | | | | | 35,447 | | | | | | * | | | | | | — | | | | | | — | | |
Name and address of beneficial owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||||
---|---|---|---|---|---|---|---|
5% Stockholders: | |||||||
Entities affiliated with Kingdon Capital Management L.L.C.(1) | 25,457,532 | 35.8 | % | ||||
Invesco Ltd. | 6,297,603 | 13.4 | % | ||||
Nantucket Investments Limited | 4,884,245 | 10.4 | % | ||||
Named executive officers and directors: | |||||||
James J. Bochnowski(2) | 807,843 | 1.7 | % | ||||
Lisa A. Conte(3) | 508,882 | 1.1 | % | ||||
Jiahao Qiu(4) | 9,389 | —* | |||||
Zhi Yang, Ph.D.(5) | 1,571,825 | 3.4 | % | ||||
Folkert W. Kamphuis(6) | 106,952 | —* | |||||
Steven R. King, Ph.D.(7) | 167,220 | —* | |||||
John Micek III(8) | 57,418 | —* | |||||
Ari Azhir, Ph.D.(9) | 32,683 | —* | |||||
Karen S. Wright(10) | 60,162 | —* | |||||
Roger Waltzman | 0 | —* | |||||
All current executive officers and directors as a group (10 persons)(11) | 3,322,375 | 6.9 | % |
Background
CVP Note
On June 29, 2017, prior to our acquisition of Napo Pharmaceuticals, Inc. through a merger, we entered into a definitive agreement with CVP for the issuance of the CVP Note at a purchasemarket price of $1,700,000. Under the terms of the CVP Note, the noteholder may convert any amount of the outstanding balance of the CVP Note (including interest thereon) into shares of Jaguar common stock at a conversion price of $1.00 per share at any time after the earlier of (i) December 29, 2017 and (ii) the effective date of the resale registration statement that Jaguar has filed to register the resale of shares issuable upon conversion of the CVP Note (the "Resale S-3 Effective Date"). In addition, beginning on the earlier of (i) December 29, 2017 and (ii) the Resale S-3 Effective Date, CVP will have the right to redeem a portion of the outstanding balance of the CVP Note (including interest thereon) in any amount up to $350,000 per month. If redemption is made prior to December 29, 2017, the redemption must be satisfied in Jaguar stock valued at $1.00 per share. After December 29, 2017, the redemption(s) may be satisfied in cash or stock valued at $1.00 per share, at the election of Jaguar; provided, however, that if Jaguar stock is trading below $1.15 per share, the redemption must be in cash, unless the parties consent to a different conversion price in accordance with the terms of the CVP Note. CVP cannot redeem more than $350,000 per month under the CVP Note. In addition, CVP has the right to purchase 100% of the debt under Jaguar's term loan so long as the purchase includes the full pay-out of funds owed to the lender under the term loan at such time. Pursuant to the terms of the CVP Note, we have granted CVP a springing security interest in substantially all of Jaguar's assets that becomes effective upon the earlier to occur of (1) repayment in full of the term loan owing to Hercules Capital, Inc. or (2) the purchase of the Hercules Capital, Inc term loan by CVP.
Iliad Note
Our management is in the process of negotiating a definitive agreement with Iliad, an affiliate of CVP (collectively, the "Funds"), for the issuance of the Iliad Note in the original principal amount of $1,375,000 for a purchase price of $1,100,000. Under the terms of the Iliad Note, the noteholder may convert any amount of the outstanding balance of the Iliad Note (including interest thereon) into shares of Jaguar common stock at a conversion price of $0.52 per share at any time commencing six months after the date that Iliad delivers the purchase price of the Iliad Note to Jaguar (the "Iliad Note Purchase Price Date").
In addition, beginning on the earlier of (i) the effective date of the resale registration statement that Jaguar has agreed to file to register the resale of shares issuable upon conversion of the Iliad Note or (ii) January 31, 2018, Iliad will have the right to redeem a portion of the outstanding balance of the Iliad Note in any amount up to $500,000 per month less the amount of any redemptions by CVP under
the CVP Note during such month. If redemption is made prior to January 31, 2018, the redemption must be satisfied in Jaguarour Common Stock valued at $0.52 per share. After January 31, 2018,following the redemption(s)Reverse Stock Split may be satisfied in cashnot exceed or stock, atremain higher than the election of Jaguar; provided, however, that if Jaguar Common Stock is trading below $0.52 per share, then Jaguar must pay the redemption in cash, unless the parties consent to a different conversionmarket price in accordance with the terms of the Iliad Note.
Stockholder Approval Requirement
Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuanceReverse Stock Split.
Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is also required priorforegoing, there are no existing plans, arrangements
On June 29, 2017, there were 17,482,501 shares of our Common Stock issuedacquired on different dates and outstanding. Accordingly, our issuance of more than 3,496,500 shares underat different prices should consult their tax advisors regarding the CVP Note and Iliad Note requires the approval of our stockholders under Nasdaq Listing Rules 5635(b) and (d), assuming that the CVP Note and Iliad Note transactions are integrated for purposesallocation of the Nasdaq rules. Astax basis and holding period of November 1, 2017, there were 46,870,262such shares.
We are, therefore, seeking stockholder approval for the issuance of upcapital losses is subject to an aggregate of 17,808,144 shareslimitations.
Required Vote of Stockholders
To approve the issuance of up to an aggregate of 17,808,144 shares of Jaguar Common Stock that may be issued to the Funds upon conversion and/or redemption of the CVP Note and the Iliad Note,
the affirmative vote of the holders of a majority of shares of Jaguar CommonSeries J Preferred Stock present in person or by remote communication, if applicable, or represented by proxy at the Special Meeting voting together as a single class and entitled to vote, provided a quorum is required.present. Although failure to submit a proxy or vote in person at the special meeting,Special Meeting, or a failure to provide your broker, nominee, fiduciary or other custodian, as applicable, with instructions on how to vote your shares will not affect the outcome of the vote on this proposal, the failure to submit a proxy or vote in person at the special meetingSpecial Meeting will make it more difficult to meet the requirement under Jaguar's bylawsthe Bylaws and COI that the holders of a majority1/3 of the Jaguarour capital stock issued and outstanding and entitled to vote at the Special Meeting be present in person or represented by proxy to constitute a quorum at the special meeting.
Special Meeting.
| | | Scenario A | | | Scenario B | | | Scenario C | | |||||||||
Hypothetical Exchange Price | | | | $ | 0.50 | | | | | $ | 1.00 | | | | | $ | 2.00 | | |
Hypothetical Exchange Ratio | | | | | 50,000 | | | | | | 25,000 | | | | | | 12,500 | | |
Hypothetical Aggregate Outstanding Shares of Series J Preferred Stock | | | | | 179.3822 | | | | | | 179.3822 | | | | | | 179.3822 | | |
Total Number of Shares of Common Stock Issued Upon Full Exchange of Series J Preferred Stock | | | | | 8,969,110 | | | | | | 4,484,555 | | | | | | 2,242,278 | | |
stockholders.
Special Meeting.
the 2023 Annual Meeting of Stockholders.
jaguarhealth.gcs-web.com/financial-information/annual-reports.
Our”), hereby certifies that:
proxies on the enclosed form of proxy card to vote theproperly completed and returned, shares represented by all validthis proxy cards in accordancewill be voted as directed by the stockholder.(Continued and to be signed on the reverse side)1.114475