JAGUAR HEALTH, INC. : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission…

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding theReverse Stock Split (as defined below) contained in Item 5.03 of this CurrentReport on Form 8-K is incorporated by reference herein.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in FiscalYear.

At the special meeting of stockholders of Jaguar Health, Inc. (the "Company")held on December 9, 2020 and reconvened on December 22, 2020 (the "SpecialMeeting"), the Company's stockholders approved an amendment (the "FifthAmendment") to the Company's Third Amended and Restated Certificate ofIncorporation (the "COI") to effect a reverse stock split of the Company'svoting common stock ("Common Stock") at a ratio of not less than one-for-two andnot greater than one-for-twenty, with the exact ratio within that range to bedetermined in the discretion of the Company's board of directors (the "Board")on or before December 9, 2021.

Pursuant to such authority granted by the Company's stockholders, the Boardapproved a one-for-three reverse stock split (the "Reverse Stock Split") of theCommon Stock and the filing of the Fifth Amendment to effectuate the ReverseStock Split. On September 3, 2021, the Company filed the Fifth Amendment withthe Secretary of State of the State of Delaware, and the Reverse Stock Splitwill become effective in accordance with the terms of the Fifth Amendment at12:01 am Eastern Time on September 8, 2021 (the "Effective Time"). When theReverse Stock Split becomes effective, every three (3) shares of the Company'sissued and outstanding Common Stock immediately prior to the Effective Timeshall automatically be reclassified into one (1) share of Common Stock, withoutany change in the par value per share. The Reverse Stock Split reduces thenumber of shares of Common Stock issuable upon the conversion of the Company'soutstanding non-voting common stock and the exercise or vesting of itsoutstanding stock options and warrants in proportion to the ratio of the ReverseStock Split and causes a proportionate increase in the conversion and exerciseprices of such non-voting common stock, stock options and warrants. In addition,the number of shares reserved for issuance under the Company's equitycompensation plans immediately prior to the Effective Time will be reducedproportionately. The Reverse Stock Split did not change the total number ofauthorized shares of Common Stock or preferred stock.

No fractional shares will be issued as a result of the Reverse Stock Split.Stockholders who otherwise would be entitled to receive a fractional share inconnection with the Reverse Stock Split will receive a cash payment in lieuthereof.

American Stock Transfer and Trust Company, LLC is acting as exchange agent forthe Reverse Stock Split and will correspond stockholders of record regarding theReverse Stock Split. Stockholders who hold their shares in book-entry form or in"street name" (through a broker, bank or other holder of record) are notrequired to take any action.

Commencing on September 8, 2021, trading of the Company's Common Stock willcontinue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis.The new CUSIP number for the Company's Common Stock following the Reverse StockSplit is 47010C607.

The foregoing description of the Fifth Amendment does not purport to be completeand is qualified in its entirety by reference to the full text of the FifthAmendment, which is filed as Exhibit 3.1 to this report and incorporated byreference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders of the Company ("AnnualMeeting") on September 3, 2021. Six proposals were submitted to and approved bythe Company's stockholders. The proposals are described in detail in theCompany's proxy statement. The final results for the votes regarding eachproposal are set forth below.

1. Proposal to elect one Class III director, Greg J. Divis, was approved by the

stockholders by the following vote:

Broker Non-For Withheld Votes38,359,499.55 5,847,699.00 20,221,518.00

2

2. Proposal to ratify the appointment of Mayer Hoffman McCann P.C. as the

Company's independent registered public accounting firm for the fiscal yearending December 31, 2021, was approved by the stockholders by the followingvote:

Broker Non-For Against Abstained Votes59,982,055.55 2,644,826.00 1,801,835.00 0.00

3. Proposal to approve an amendment to the Company's Third Amended and Restated

Certificate of Incorporation, as amended, to increase the number of authorizedshares of Common Stock from 150,000,000 shares to 290,000,000 shares, was notapproved by the stockholders by the following vote:

Broker Non-For Against Abstained Votes48,327,240.55 14,569,030.00 1,532,446.00 0.00

4. Proposal to approve, on a non-binding advisory basis, the compensation paid by

use to the Company's named executive officers, was approved by thestockholders by the following vote:

Broker Non-For Against Abstained Votes34,344,282.55 6,926,168.00 2,936,748.00 20,221,518.00

5. Proposal to indicate, on a non-binding advisory basis, the frequency of future

advisory votes to approve the compensation paid by the Company to theCompany's named executive officers, whereby the frequency of 3 Years wasapproved by the stockholders by the following vote:

Broker Non-3 Years 2 Years 1 Year Abstain Votes24,431,696.00 3,043,578.00 12,946,265.55 3,785,659.00 20,221,518.00

6. Proposal to approve a proposal to grant discretionary authority to adjourn the

Annual Meeting, if necessary, to solicit additional proxies in the event thatthere are not sufficient votes at the time of the Annual Meeting to approveProposal 3, was approved by the stockholders by the following vote:

Broker Non-For Against Abstained Votes53,287,111.55 8,623,027.00 2,518,576.00 0.00

Item 7.01. Regulation FD Disclosure.

On September 3, 2021, the Company issued a press release announcing the resultsof the Annual Meeting, a copy of which is furnished as Exhibit 99.1.

On September 3, 2021, the Company issued a press release announcing the resultsof the Reverse Stock Split, a copy of which is furnished as Exhibit 99.2.

The information in Exhibit 99.1 attached hereto shall not be deemed "filed" forpurposes of Section 18 of the Securities Exchange Act of 1934, as amended (the"Exchange Act"), or otherwise subject to the liabilities of that Section, orincorporated by reference into any of the Company's filings under the SecuritiesAct of 1933, as amended, or the Exchange Act, except as shall be expressly setforth by specific reference in any such filing.

3

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description3.1 Certificate of Fifth Amendment of the Third Amended and RestatedCertificate of Incorporation of Jaguar Health, Inc.99.1 Press Release Announcing Results of the 2021 Annual Meeting ofStockholders of the Company, dated September 3, 2021.99.2 Press Release Announcing the Reverse Stock Split, dated September 3,2021.104 Cover Page Interactive Data File (embedded with the inline XBRL document)

5

Edgar Online, source Glimpses

See more here:
JAGUAR HEALTH, INC. : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission...