Item 3.02 Unregistered Sales of Equity Securities.
On November 18, 2020, Jaguar Health, Inc. (the Company) entered into a privately negotiated exchange agreement (the Exchange Agreement) with a holder of one of its outstanding secured promissory notes, which as described further below resulted in the aggregate issuance by the Company of more than 5% of the Companys issued and outstanding shares of common stock (Common Stock), as last reported in the Companys Quarterly Report on Form 10-Q filed on November 16, 2020.
From October 7, 2020 through November 27, 2020, the Company issued 11,048,935 shares of Common Stock at an effective price per share equal to the Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) in the following transactions:
On November 17, 2020, pursuant to an exchange agreement dated November 17, 2020, the Company issued 1,314,974 shares of Common Stock to the holder of a royalty interest entitling the holder to receive $500,000 of future royalties on sales of Mytesi® (crofelemer) and certain up-front license fees and milestone payments from licensees and/or distributors (Royalty Interest), which Royalty Interest was issued by the Company pursuant to that certain Securities Purchase Agreement, dated March 4, 2020, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K on March 6, 2020, in exchange for the cancellation of such Royalty Interest.
On November 18, 2020, pursuant to an exchange agreement dated November 18, 2020, the Company issued 3,157,895 shares of Common Stock to a noteholder in exchange for a $600,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On November 19, 2020, pursuant to an exchange agreement dated November 19, 2020, the Company issued 2,970,297 shares of Common Stock to a noteholder in exchange for a $600,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On November 24, 2020, pursuant to an exchange agreement dated November 24, 2020, the Company issued 3,605,769 shares of Common Stock to a noteholder in exchange for a $750,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
The shares of Common Stock that were exchanged for the royalty interest and portions of the secured promissory note in the transactions 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 Companys 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.
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