UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
201 Mission200 Pine Street, Suite 2375,400, San Francisco, CA 9410594104
Tel: 415.371.8300 ·• Fax: 415.371.8311www.jaguar.health.comhttps://jaguar.health
2022
JAGUAR HEALTH, INC.
200 Pine Street201 Mission Street
Suite 2375400
San Francisco, CA 9410594104
In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the Special Meeting or any adjournment or postponement. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the Special Meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 20, 2023. The proxy materials are available at https://jaguarhealth.gcs-web.com/financial-information/annual-reports | | |
San Francisco, California
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
PRELIMINARY
jaguarhealth.gcs-web.com/financial-information/annual-reports.
December 5, 2022.
Statement and related materials refers only to Jaguar'sthe Company’s voting Common Stockcommon stock and does not include Jaguar'sthe Company’s convertible non-voting common stock.
make that change.
Proposals 1 and 2 are considered "non-routine" matters. Therefore, if you hold your shares in street name and do not give your Any broker specific voting instructions with respect to Proposals 1 and/or 2, your sharesnon-vote will not be voted, resulting in broker non-votes. Broker non-votes also will not be counted as present at the Special Meeting for purposes of determining a quorum, atbut will be treated as not entitled to vote with respect to non-routine matters.
Required Vote
Proposal 1
In voting with regardamendment to the COI to effect the Reverse Stock Split (Proposal 1) and the proposal to approve pursuant to Nasdaq Listing Rules 5635(b) and (d), the issuanceone or more adjournments of up to an aggregate of 17,808,144 shares of Jaguar Common Stock that may be issued to (i) Chicago Venture Partners, L.P. ("CVP") upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the Convertible Promissory Note, due August 2, 2018, issued by Jaguar to CVP in the original principal amount of $2,155,000 (the "CVP Note"), subject to the terms of the CVP Note, and (ii) Iliad Research and Trading, L.P. ("Iliad"), an affiliate of CVP, upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the Convertible Promissory Note proposed to be issued by Jaguar to Iliad in the original principal amount of $1,375,000 (the "Iliad Note"), subject to the terms of the Iliad Note, such aggregate shares constituting approximately 19.9% of our outstanding shares of Common Stock assuming conversion of the non-voting common stock, you may vote in favor of the proposal, vote against the proposal or abstain from voting.
The vote required to approve Proposal 1 is governed by Delaware law, Nasdaq Listing Rules, our Second Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws and is the affirmative vote of the holders of a majority of the shares represented and entitled to vote at the Special Meeting, provided a quorum is present. As a result, abstentions will be considered in determining whether a quorum is present and the number of votes required to obtain the necessary majority vote and therefore will have the same legal effect as voting against Proposal 1.
Proposal 2
In voting with regard to the proposal to grant discretionary authority to adjourn the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposals 1 and 2 (Proposal 3) are considered routine matters and brokers will be permitted to vote in their discretion on such matters on behalf of clients who have not furnished voting instructions at least 10 days before the date of the Special Meeting. In contrast, the proposal to approve, pursuant to Nasdaq Marketplace
3.
Except as otherwise set forth below, the address of each beneficial owner listed in the table below is c/o Jaguar Health, Inc., 201 Mission200 Pine Street, Suite 2375,400, San Francisco, California 94105.
Name and address of beneficial owner | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% Stockholders: | | | | | | | | | | | | | |
Streeterville Capital LLC(1) | | | | | 9,570,757 | | | | | | 6.7% | | |
Josh Mailman(2) | | | | | 8,614,138 | | | | | | 6.0% | | |
Named executive officers and directors: | | | | | | | | | | | | | |
Lisa A. Conte(3) | | | | | 598,357 | | | | | | * | | |
Steven R. King, Ph.D.(4) | | | | | 186,849 | | | | | | * | | |
Jonathan S. Wolin(5) | | | | | 142,517 | | | | | | * | | |
Ian Wendt(6) | | | | | 80,971 | | | | | | * | | |
James J. Bochnowski(7) | | | | | 365,190 | | | | | | * | | |
Jonathan B. Siegel(8) | | | | | 126,410 | | | | | | * | | |
John Micek III(9) | | | | | 73,797 | | | | | | * | | |
Anula Jayasuriya(10) | | | | | — | | | | | | * | | |
All current executive officers and directors as a group (8 persons)(11) | | | | | 1,574,091 | | | | | | 1.1% | | |
Name and address of beneficial owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||||
---|---|---|---|---|---|---|---|
5% Stockholders: | |||||||
Entities affiliated with Kingdon Capital Management L.L.C.(1) | 25,457,532 | 35.8 | % | ||||
Invesco Ltd. | 6,297,603 | 13.4 | % | ||||
Nantucket Investments Limited | 4,884,245 | 10.4 | % | ||||
Named executive officers and directors: | |||||||
James J. Bochnowski(2) | 807,843 | 1.7 | % | ||||
Lisa A. Conte(3) | 508,882 | 1.1 | % | ||||
Jiahao Qiu(4) | 9,389 | —* | |||||
Zhi Yang, Ph.D.(5) | 1,571,825 | 3.4 | % | ||||
Folkert W. Kamphuis(6) | 106,952 | —* | |||||
Steven R. King, Ph.D.(7) | 167,220 | —* | |||||
John Micek III(8) | 57,418 | —* | |||||
Ari Azhir, Ph.D.(9) | 32,683 | —* | |||||
Karen S. Wright(10) | 60,162 | —* | |||||
Roger Waltzman | 0 | —* | |||||
All current executive officers and directors as a group (10 persons)(11) | 3,322,375 | 6.9 | % |
SERIES F PREFERRED STOCK | | ||||||||||||
Name of Beneficial Owner | | | Number of Shares of Series F Preferred Stock | | | Percentage Ownership | | ||||||
SynWorld Technologies Corporation(a) | | | | | Ten | | | | | | 100% | | |
number of shares held.
CVP Note
On June 29, 2017, prior to
Iliad Note
Our management is in the process of negotiating a definitive agreement with Iliad, an affiliate of CVP (collectively, the "Funds"),contain instructions for the issuancesurrender of the Iliad Note in the original principal amount of $1,375,000 for a purchase price of $1,100,000. Under the terms of the Iliad Note, the noteholder may convert any amount of the outstanding balance of the Iliad Note (including interest thereon) into shares of Jaguar common stock at a conversion price of $0.52 per share at any time commencing six months after the date that Iliad delivers the purchase price of the Iliad Note to Jaguar (the "Iliad Note Purchase Price Date").
In addition, beginning on the earlier of (i) the effective date of the resale registration statement that Jaguar has agreed to file to register the resale of shares issuable upon conversion of the Iliad Note or (ii) January 31, 2018, Iliad will have the right to redeem a portion of the outstanding balance of the Iliad Note in any amount up to $500,000 per month less the amount of any redemptions by CVP under
the CVP Note during such month. If redemption is made prior to January 31, 2018, the redemption must be satisfied in Jaguar Common Stock valued at $0.52 per share. After January 31, 2018, the redemption(s) may be satisfied in cash or stock, at the election of Jaguar; provided, however, that if Jaguar Common Stock is trading below $0.52 per share, then Jaguar must pay the redemption in cash, unless the parties consent to a different conversion price in accordance with the terms of the Iliad Note.
Stockholder Approval Requirement
Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is requiredcertificates received prior to the issuanceEffective Time (the “Old Certificates”) to the Transfer Agent in exchange for new certificates representing the appropriate number of securities whenwhole shares of Common Stock giving effect to the issuanceReverse Stock Split. No new stock certificates will be issued to any stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed Letter of Transmittal, to the Transfer Agent. The stockholders will then receive, at their option, either a new certificate or potential issuancecertificates or book-entry shares representing the number of securities will result in a changewhole shares of control of Jaguar. Nasdaq defines a "change of control" as occurring when,Common Stock into which their pre-Reverse Stock Split shares have been
Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is also required prior to the issuance of securities in connection with a transaction other than a public offering involving: (i) the sale, issuance or potential issuance by us of common stock (or securities convertible into or exercisable for common stock) at a price less than the greater of book or market value which together with sales by our officers, directors or substantial stockholders equals 20% or more of common stock or 20% or moreSeries F Preferred Stock as of the voting power outstanding beforeRecord Date; provided, that, such shares of Series F Preferred Stock are only entitled to vote on Proposal 1, and any votes cast by the issuance; or (ii)holders of Series F Preferred Stock are required to be voted in the sale, issuance or potential issuance by us of common stock (or securities convertible into or exercisable common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock. The issuance ofsame proportion as shares of Common Stock to CVP upon the conversion or redemption of the CVP Note, together with the issuance ofare voted on Proposal 1 (excluding
On June 29, 2017, there were 17,482,501 shares of our Common Stock issued and outstanding. Accordingly, our issuance of more than 3,496,500 shares under the CVP Note and Iliad Note requires the approval of our stockholders under Nasdaq Listing Rules 5635(b) and (d), assuming that the CVP Note and Iliad Note transactions are integrated for purposes of the Nasdaq rules. As of November 1, 2017, there were 46,870,262 shares of our Common Stock issued and outstanding. This does not include 42,617,893 shares of our non-voting common stock that were outstanding as of Novemberthe Record Date. Within three business days following the approval or rejection of Proposal 1 2017.
We are, therefore, seeking stockholder approvalby our stockholders, the Company will redeem all of the issued and outstanding shares of Series F Preferred Stock for the issuance of up to an aggregate of 17,808,144 shares of our Common Stock that may be issued to (i) CVP upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the CVP Note, subject to the terms of the CVP Note, and (ii) Iliad upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the Iliad Note, subject to the terms of the Iliad Note, such aggregate shares constituting approximately 19.9% of our outstanding shares of Common Stock assuming conversion of the non-voting common stock.
$100.
To
Proposal 1 is the affirmative vote of the holders of a majority of the voting power of the Common Stock and Series F Preferred Stock of the Company outstanding as of the Record Date and entitled to vote, voting together as a single class.
Nasdaq Marketplace Rule 5635(d)
stockholders.
Special Meeting.
the 2022 Annual Meeting of Stockholders.
jaguarhealth.gcs-web.com/financial-information/annual-reports.
Our
JAGUAR HEALTH, INC.
proxies directed herein by the undersigned stockholder. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the enclosed formaccount may not be submitted via this method. Signature of proxy card to voteStockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the shares representedsigner is a corporation, please sign full corporate name by all valid proxy cardsduly authorized officer, giving full title as such. If signer is a partnership, please sign in accordance with their judgment of what is in the best interest of the Company.