Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on December 23, 2019, Jaguar Health, Inc. (the
"Company") entered into an exchange agreement (the "Exchange Agreement") with
Oasis Capital, LLC ("Oasis"), pursuant to which Oasis exchanged pre-funded
warrants exercisable for 1,236,223 shares of the Company's common stock, par
value $0.0001 per share (the "Common Stock") and 695,127 shares of Common Stock
(collectively, the "Exchange Securities") for 10,165 shares (the "Series B-2
Preferred Shares") of the Company's Series B-2 Convertible Preferred Stock (the
"Exchange Transaction").
On January 22, 2020, the Company and Oasis entered into the First Amendment to
the Exchange Agreement (the "Amendment") to correct an inadvertent error
regarding the restrictive legend imprinted on the Series B-2 Preferred Shares
and clarify that the Exchange Transaction is intended to be exempt from
registration by virtue of Section 3(a)(9) of the Securities Act of 1933, as
amended (the "Securities Act").
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, a copy of which is
filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 First Amendment to the Exchange Agreement, dated January 22, 2020,
by and between Jaguar Health, Inc. and Oasis Capital, LLC.
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