JAGX Jaguar Health
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2021
JAGUAR HEALTH, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
|(Commission File Number)||(IRS Employer Identification No.)|
|200 Pine Street, Suite 400|
San Francisco, California
|(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 1.01 Entry into a Material Definitive Agreement
On April 29, 2021, Jaguar Health, Inc. (“Jaguar” or the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers named therein (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to the Investors (the “Offering”), an aggregate of 7,647,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”) for gross proceeds of $10,782,270 before deducting the placement agent fee and related offering expenses. The Shares are being offered by the Company pursuant to a registration statement on Form S-3 (333-248763), which was declared effective by the Securities and Exchange Commission (the “Commission”) on September 23, 2020 (the “Registration Statement”), including the related base prospectus contained therein and a prospectus supplement filed on April 30, 2021.
The Offering is expected to close on May 3, 2021, subject to the satisfaction of customary closing conditions. The Company intends to use net proceeds from the Offering for the benefit of the Company’s wholly-owned Italian subsidiary, Napo EU S.p.A., which may include capital expenditures, potential licenses, acquisitions, growth opportunities and strategic transactions; provided, however, if all or any of the proceeds have not been so utilized in the discretion of the Company prior to the six-month anniversary of the closing of the offering, the Company will be permitted to use such proceeds for working capital and general corporate purposes of the Company.
On April 29, 2021, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg” or the “Placement Agent”), pursuant to which the Company engaged Ladenburg as the sole placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares. In connection with the Offering, the Placement Agent will receive a placement agent fee in cash equal to 8% of the gross proceeds from the sale of the Shares. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The legal opinion and consent of Reed Smith LLP addressing the validity of the Shares are filed as Exhibit 5.1 and Exhibit 23.1, respectively, to this Current Report on Form 8-K and are incorporated into the Registration Statement.
The foregoing summaries of the Placement Agency Agreement and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the Placement Agency Agreement and form or Purchase Agreement attached as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 1.02 Termination of a Material Definitive Agreement.
On April 26, 2021, the Company delivered written notice to Ladenburg that it was terminating its At The Market Offering Agreement, dated October 5, 2020, (the “Sales Agreement”), pursuant to Section 8(a) of the Sales Agreement, effective on April 26, 2020. Under this “at-the-market” program (the “ATM Program”) under the Sales Agreement, the Company sold 5,824,479 shares of Common Stock, representing gross proceeds of approximately $7 million to the Company prior to termination. With the provision of such notice, the ATM Program is no longer available for use.
A copy of the Sales Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 5, 2020 (the “Prior Form 8-K”). The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement filed as Exhibit 10.1 to the Prior Form 8-K.
|Item 8.01.||Other Events.|
The Company issued a press release announcing the pricing of the Offering on April 29, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits|
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.|
|Date: April 30, 2021||By:||/s/ Lisa A. Conte|
|Name: Lisa A. Conte|
|Title: Chief Executive Officer & President|