Item 1.01 Entry into a Material Definitive Agreement.





Securities Purchase Agreement

On August 18, 2022, Jaguar Health, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with SynWorld Technologies Corporation ("SynWorld"), pursuant to which the Company agreed to issue, in a private placement (the "Preferred Issuance Transaction"), an aggregate of ten shares (the "Series E Preferred Shares") of the Company's Series E Preferred Stock, par value $0.0001 per share ("Series E Preferred Stock"), at a price per share equal to the Series E Original Issue Price (as defined below) for gross proceeds of $100. The terms of the Series E Preferred Stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock (the "Certificate of Designation") filed with the Secretary of State of Delaware (the "DE SOS") and effective on August 18, 2022. A description of the terms of the Series E Preferred Stock is included under Item 5.03 of this Current Report and is incorporated herein by reference.

The Purchase Agreement contained customary representations, warranties and covenants between the parties. The Preferred Issuance Transaction closed on August 18, 2022.

In connection with the Preferred Issuance Transaction, the Company plans to call a special meeting (the "Special Meeting") of stockholders, which will include a proposal for stockholder approval for the Authorized Shares Increase Amendment (as defined below). SynWorld has agreed in the Purchase Agreement to vote the shares of Series E Preferred Stock purchased in the Preferred Issuance Transaction in the same proportion as shares of the Company's voting common stock, par value $0.0001 per share (the "Common Stock") are voted on the Authorized Shares Increase Amendment, in the manner and to the extent set forth in Certificate of Designation.

The Purchase Agreement is attached as Exhibit 10.1 hereto. The description of the terms of the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the exhibit, which is incorporated by reference herein.

Neither the disclosures on this Form 8-K nor the attached press releases shall constitute an offer to sell or the solicitation of an offer to buy the securities described herein or therein, nor shall there be any sale of such securities 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 jurisdiction.

First Amendment to the License and Services Agreement

On August 18, 2022 (the "License Amendment Effective Date"), as further consideration for the issuance of Series E Preferred Shares to SynWorld in the Preferred Issuance Transaction, the Company and SynWorld entered into an amendment (the "First License Amendment") to that certain License and Services Agreement, dated June 28, 2022, by and among the Company, SynWorld, C&E Telecom, LTD and Tao Wang (as amended by the First License Amendment, the "License Agreement"). Pursuant to the First License Amendment, (i) the effective price per share of each Service Share (as defined in the License Agreement) shall be the Minimum Price (as defined in the License Agreement), provided that such price shall in no event be less than (A) $0.25 per share, if such shares are issued prior to the six-month anniversary of the License Amendment Effective Date, and (B) $0.31 per share, if such shares are issued on or after the six-month anniversary of the License Amendment Effective Date, and (ii) all of the Subscription Shares (as defined in the License Agreement) and Service Shares issuable to SynWorld under the License Agreement are subject to lock-up restrictions and are not tradeable by SynWorld until expiry of the 90-day period following the issuance of any of such Subscription Shares or Service Shares by the Company to SynWorld.

The First License Amendment is attached as Exhibit 10.2 hereto. The description of the terms of the First License Amendment is not intended to be complete and is qualified in its entirety by reference to the exhibit, which is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 under the heading "Securities Purchase Agreement" is hereby incorporated by reference into this Item 3.02 in its entirety. The Company issued the Series E Preferred Shares pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder.





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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Series E Certificate of Designation

As disclosed under Items 1.01 and 3.02 above, in connection with the Preferred Issuance Transaction, the Company agreed to issue the Series E Preferred Shares to SynWorld. The preferences, rights, limitations and other matters relating to the Series E Preferred Stock are set forth in the Certificate of Designation. The shares of Series E Preferred Stock rank senior to the shares of the Company's Common Stock as to distributions of assets upon liquidation, dissolution or winding up of the Company. On August 22, 2022, the Company filed with the DE SOS a certificate of correction (the "Certificate of Correction") to the Certificate of Designation filed with the DE SOS on August 18, 2022 (the "Original CoD"). The Certificate of Correction corrected the number of authorized shares in the Authorized Shares Increase Amendment described in the Original CoD. The Certificate of Designation, as so corrected, is filed as Exhibit 3.1 to this report.

The Certificate of Designation authorizes the Company to issue ten of its 4,475,074 authorized shares of preferred stock as Series E Preferred Stock. The original issue price for the Series E Preferred Stock is $10.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series E Preferred Stock (the "Series E Original Issue Price").

The following is a summary of the principal terms of the Series E Preferred Stock as set forth in the Certificate of Designation:





Dividends

Holders of shares of Series E Preferred Stock will not be entitled to received any dividends on shares of Series E Preferred Stock.





Voting Rights

The Series E Preferred Stock shall have no voting rights, except the right to vote, with the holders of Common Stock, as a single class, on any resolution presented to stockholders for the purpose of obtaining approval of a proposed amendment to the Company's Third Amended and Restated Certificate of Incorporation (the "Charter"), to effect an increase of the number of authorized shares of Common Stock from 150,000,000 to 298,000,000 (the "Authorized Shares Increase Amendment"), with each share of Series E Preferred Stock entitled to to 750,000,000 votes per share, on the Authorized Shares Increase Amendment, which votes, when properly cast by the holder thereof, shall be voted, without further action of such holder, in the same proportion as shares of Common Stock are voted (excluding any shares of Common Stock that are not voted) on the Authorized Shares Increase Amendment.

As long as any shares of Series E Preferred Stock remain outstanding, the Company shall not, without the affirmative vote of holders of a majority of the then outstanding shares of Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights of the Series E Preferred Stock, or (b) alter or amend the Certificate of Designation.





Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a "Liquidation Event") or a "Corporate Liquidation Event," as defined in the Certificate of Designation (which includes a change of control or the sale, lease transfer or exclusive license of all or substantially all of the Company's assets, in each case authorized by the Company's board of directors), the holders of shares of Series E Preferred Stock will be entitled to receive out of the assets of the Company legally available for distribution to its stockholders before any payment is made to holders of any series of preferred stock ranking junior to the Series E Preferred Stock or to any holder of the Company's Common Stock but subject to the rights of any class or series of securities ranking senior to or on parity with the Series E Preferred Stock, a payment per share equal to the Series E Original Issue Price (the "Series E Liquidation Amount"). Holders of shares of Series E Preferred Stock are not entitled to any further payments in the event of any Liquidation Event or Corporate Liquidation Event other than as specified above.





Conversion

The Series E Preferred Stock does not otherwise have any conversion rights.





Mandatory Redemption

No later than the 3rd business day following the approval or rejection of the Authorized Shares Increase Amendment by the stockholders, the Company shall redeem any shares of Series E Preferred Stock outstanding at such time at a redemption price equal to the Series E Liquidation Amount.





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Trading Market

There is no established trading market for any of the Series E Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Series E Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Series E Preferred Stock will be limited.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibit



Exhibit No.                                Description
    3.1         Certificate of Designation of Series E Preferred Stock.
   10.1         Securities Purchase Agreement, dated August 18, 2022, by and between
              Jaguar Health, Inc. and SynWorld Technologies Corporation.
   10.2         First Amendment to the License and Services Agreement, dated August
              18, 2022, by and between Jaguar Health, Inc. and SynWorld Technologies
              Corporation.
    104       Cover Page Interactive Data File (embedded within the inline XBRL
              document)




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