Item 3.02 Unregistered Sales of Equity Securities.
From December 28, 2020 (the date of the last Current Report on Form 8-K filed
under Item 3.02 by Jaguar Health, Inc. (the "Company")) through January 7,
2021, the Company issued 2,663,606 shares of its common stock ("Common Stock")
at an effective price per share equal to the market price (defined as the
Minimum Price under Nasdaq Listing Rule 5635(d)) in the following transactions:
† On December 31, 2020, pursuant to an exchange agreement dated
December 31, 2020, the Company issued 1,250,000 shares of Common Stock to a
noteholder in exchange for a $1,000,000 reduction in the outstanding balance of
the secured promissory note held by such noteholder.
† On January 4, 2021, pursuant to an exchange agreement dated
January 4, 2021, the Company issued 1,413,606 shares of Common Stock to a
noteholder in exchange for a $1,837,689 reduction in the outstanding balance of
the secured promissory note held by such noteholder.
The shares of Common Stock that were issued in the exchange 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 Company's
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.
Item 8.01 Other Events.
As a result of the exchange transactions described in Item 3.02 above, the
Company's secured promissory notes issued on May 28, 2019 and filed as Exhibits
4.1 and 4.2 to the Company's Current Report on Form 8-K filed on June 3, 2019
have been repaid in full and are no longer outstanding.
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