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): October 1, 2020

 

 

 

JAGUAR HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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):

 

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

 

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

 

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

 

o            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 x

 

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. x

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Item 1.01    Entry into a Material Definitive Agreement

 

On October 5, 2020, Jaguar Health, Inc. (“Jaguar” or the “Company”) entered into an At The Market Offering Agreement (the “Agreement”) with Ladenburg Thalmann & Co. Inc., as agent (“Ladenburg”), pursuant to which the Company may offer and sell, from time to time through Ladenburg, shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to the terms and conditions of the Agreement. The issuance and sale, if any, of the Shares by the Company under the Agreement will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 (File No. 333-248763) and an accompanying base prospectus contained therein filed with the Securities and Exchange Commission on September 11, 2020, and declared effective on September 23, 2020. The Company filed a prospectus supplement, dated October 5, 2020, with the Securities and Exchange Commission in connection with the offer and sale of the Shares pursuant to the Agreement.

 

Subject to the terms and conditions of the Agreement, Ladenburg may sell the Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made by means of ordinary brokers’ transactions on The Nasdaq Capital Market or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise directed by the Company. Ladenburg will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Ladenburg a commission of up to three percent (3.0%) of the gross sales proceeds of any Shares sold through Ladenburg under the Agreement and has provided Ladenburg with customary indemnification and contribution rights. In addition, the Company has agreed to reimburse certain legal expenses and filing fees incurred by Ladenburg in connection with the offering pursuant to the Agreement, including fees and expenses of Ladenburg’s legal counsel not to exceed $75,000, plus certain ongoing disbursements of its legal counsel up to $3,000 per calendar quarter.

 

The Company is not obligated to make any sales of the Shares under the Agreement. The offering pursuant to the Agreement will terminate upon the earlier of (i) October 5, 2022 and (ii) termination of the Agreement as permitted therein. Either party may terminate the Agreement in its sole discretion at any time by giving written notice to the other party.

 

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Reed Smith LLP, the Company’s counsel, regarding the legality of the Shares that may be issued pursuant to the Agreement is also filed herewith as Exhibit 5.1.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 8.01    Other Events

 

Royalty Transaction

 

As previously disclosed in the Company’s Current Report on Form 8-K filed on October 1, 2020, on October 1, 2020, the Company entered into a term sheet with its secured lender (the “Lender”) for a royalty financing, pursuant to which the Company would sell to the Lender for an aggregate purchase price of $5 million (the “Royalty Purchase Price”) a royalty interest entitling the Lender to receive 2.0x the Royalty Purchase Price of future royalties on sales of Mytesi® (crofelemer) and certain up-front license fees and milestone payments from licensees and/or distributors (the “Royalty Repayment Amount”). The term sheet will become binding upon the effectuation of an at-the-market offering program of at least $5 million or more and agreement on final documents. Upon mutual agreement the parties may agree to consummate additional royalty financings of approximately $5 million and $6 million in February 2021 and July 2021, respectively. The Company intends to use the proceeds to support advancement of regulatory activities associated with its pipeline, including funding the pivotal trial for its lead product candidate, crofelemer for cancer therapy-related diarrhea.

 

Interest will accrue on the Royalty Repayment Amount at a rate of 10% per annum, compounding quarterly. The Company would be required to make minimum royalty payments on a monthly basis beginning six months following the closing of royalty financing, in an amount equal to the greater of (i) $250,000 (which increases to $400,000 beginning 12 months following the closing of the royalty financing, $600,000 beginning 18 months following the closing of the royalty financing, and $750,000 beginning 24 months following the closing of the royalty financing) and (ii) 10% of the Company’s net sales of Mytesi and 10% of worldwide revenue related to upfront licensing fees and milestone payments from licensees and/or distributors, but specifically excluding licensing fees and/or milestone payments that are reimbursements of clinical trial expenses.  To the extent that the Company’s stock price falls below a specified level within six months following the closing of the royalty financing, the Royalty Repayment Amount would increase to 3.0x the Royalty Purchase Price.

 

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Change of Address

 

Effective October 1, 2020, the Company changed the address of its principal executive office to 200 Pine Street, Suite 400, San Francisco, California 94104.

 

Item 9.01   Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.		Description
5.1		Opinion of Reed Smith LLP as to the legality of the Shares.
10.1		At The Market Offering Agreement, dated October 5, 2020, by and between Jaguar Health, Inc. and Ladenburg Thalmann & Co. Inc.
23.1		Consent of Reed Smith LLP (included in Exhibit 5.1)

 

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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: October 5, 2020

 

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