Current Report Filing (8-k)
April 15 2021 - 9:05AM
Edgar (US Regulatory)
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):
April 9, 2021
JAGUAR HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-36714
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46-2956775
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.)
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200 Pine Street, Suite 400
San Francisco, California
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94104
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(Address of principal executive offices)
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(Zip
Code)
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $0.0001 Per Share
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JAGX
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The Nasdaq Capital Market
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Item 8.01 Other Events.
On
April 9, 2021, Jaguar Health, Inc.
(the “Company”)
filed a registration statement (File No. 333-255154) pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the “Securities Act”), which became effective when filed (the “462(b) Registration
Statement”), and a prospectus supplement in connection with
its previously disclosed At The Market Offering Agreement (the “Sales
Agreement”) with Ladenburg Thalmann &
Co. Inc., as agent (“Ladenburg”),
to increase the size of the at-the-market offering pursuant to which the Company may offer and sell, from time to time through
Ladenburg, shares (the “ATM Shares”)
of the Company’s common stock, par value $0.0001 per share, by
an aggregate offering price of $15.3 million (the “ATM
Upsize”).
The
issuance and sale, if any, of the ATM Shares by the Company under the Sales Agreement will be made pursuant to the
Company’s effective registration statement on Form S-3
(File No. 333-248763), filed with the Securities and Exchange Commission on September 11, 2020 and declared effective on September 23, 2020, and the
462(b) Registration Statement. The offering is described in the Company’s prospectus dated September 23, 2020, as
supplemented by a prospectus supplement dated April 9, 2021, as filed with the SEC on April 9, 2021.
This
Current Report on Form 8-K shall not constitute an offer to
sell or a solicitation of an offer to buy any ATM Shares, nor shall there be any sale of such ATM Shares 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 other jurisdiction.
On April 15, 2021, the Company issued a press release announcing
the ATM Upsize and providing certain additional commercial updates. A copy of this press release is furnished as Exhibit 99.1 to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, or incorporated by reference into any of the
Company's filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in
any such filing.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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.
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By:
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/s/ Lisa A. Conte
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Name: Lisa A. Conte
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Title: President and Chief Executive Officer
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Date: April 15, 2021
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