UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 16, 2017
JAGUAR HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-36714 |
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46-2956775 |
(State or other jurisdiction of
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(Commission File Number) |
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(IRS Employer Identification No.) |
201 Mission Street, Suite 2375
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94105 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (415) 371-8300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 8.01 Other Events.
On August 16, 2017, Jaguar Health, Inc. (the Company) issued a press release announcing that the changes in the Companys name and CUSIP number for the Companys voting common stock resulting from the Companys recently completed acquisition of Napo Pharmaceuticals (the Merger) are now reflected on NASDAQ. The press release also provides general updates regarding the transition process following the Merger. A copy of the press release is filed as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Press Release, dated August 16, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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JAGUAR HEALTH, INC. |
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Date: August 16, 2017 |
By: |
/s/ Karen S. Wright |
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Name: |
Karen S. Wright |
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Title: |
Chief Financial Officer |
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Exhibit 99.1
Jaguar Health Company Name Now Updated on Nasdaq.com Post-Merger
Jaguars Post-Merger Market Cap Expected to be Updated on Nasdaq.com and Other Web-based Financial Data Platforms Later this Month
San Francisco, CA (August 16, 2017): Jaguar Health, Inc. (NASDAQ: JAGX) (Jaguar), a natural-products pharmaceuticals company focused on developing and commercializing novel, sustainably derived gastrointestinal products for both human prescription use and animals on a global basis, provided the following general updates today regarding the post-merger transition process.
As previously announced, the merger of Jaguar Animal Health, Inc. and Napo Pharmaceuticals, Inc. (Napo) became effective July 31, 2017 (Merger), at which point Jaguar Animal Healths name changed to Jaguar Health, Inc. and Napo began operating as a wholly-owned subsidiary of Jaguar focused on human health and the ongoing commercialization of, and development of follow-on indications for, Mytesi ® .
Jaguars company name is now updated on Nasdaq.com, and it is expected that Jaguars market capitalization figure will be updated on Nasdaq.com and on third-party Web-based financial data platforms like Yahoo Finance later this month. The term market capitalization refers to the total market value of a companys outstanding shares of voting common stock, and is commonly referred to as a companys market cap. As of today, Jaguars quantity of outstanding shares of voting and non-voting common stock has increased to approximately 67.7 million.
Although Jaguars stock is continuing to trade under the same ticker symbol, JAGX, effective today the CUSIP number for Jaguars common stock is now 47010C201. No action is required by existing stockholders with respect to Jaguars name change or the CUSIP number change.
On Friday, August 4, 2017, Jaguar filed a registration statement with respect to shares held by Nantucket Investments Limited (Nantucket). This registration statement is still undergoing review by the Securities and Exchange Commission and details certain restrictions related to any sale of the indicated shares by Nantucket. For example, pursuant to the terms of the Investor Rights Agreement, dated March 31, 2017, between Jaguar and Nantucket, until April 1, 2018, Nantucket is not permitted to sell shares of Jaguar non-voting common stock on the open market that it received at the closing of the Merger at a price less than $1.00 per share unless approved in writing in advance by Jaguars CEO or CFO. In addition, certain shares of Jaguar non-voting common stock held by Nantucket are currently held in escrow and cannot be transferred or sold until such shares are released to either Nantucket and/or the legacy stockholders of Napo, depending on whether certain specified conditions are met over a specified three-year period of time.
Jaguar Healths growing team is excited about the value we believe the combination with Napos uniquely positioned human health business has createdand most importantly the ongoing commercialization of Mytesi ® and the development of important potential Mytesi ® follow-on indications for chemotherapy-induced diarrhea, for orphan-drug indications for infants and children with congenital diarrheal disorders and short bowel syndrome, as a second-generation anti-secretory agent for use in cholera patients, and for supportive care for irritable bowel syndrome and inflammatory bowel disease, Lisa Conte, Jaguars president and CEO, stated.
Jaguar Healths next expected veterinary product commercial launch will be for Equilevia , a personalized premium proprietary total gut health product for equine athletes, which will be non-prescription.
About Mytesi ®
Mytesi ® (crofelemer) is an antidiarrheal indicated for the symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS on antiretroviral therapy (ART). Mytesi ® is not indicated for the treatment of infectious diarrhea. Rule out infectious etiologies of diarrhea before starting Mytesi ® . If infectious etiologies are not considered, there is a risk that patients with infectious etiologies will not receive the appropriate therapy and their disease may worsen. In clinical studies, the most common adverse reactions occurring at a rate greater than placebo were upper respiratory tract infection (5.7%), bronchitis (3.9%), cough (3.5%), flatulence (3.1%), and increased bilirubin (3.1%).
More information and complete Prescribing Information are available at Mytesi.com. Crofelemer, the active ingredient in Mytesi ® , is a botanical (plant-based) drug extracted and purified from the red bark sap of the medicinal Croton lechleri tree in the Amazon rainforest. Napo has established a sustainable harvesting program for crofelemer to ensure a high degree of quality and ecological integrity.
About Jaguar Health, Inc.
Jaguar Health, Inc. is a natural-products pharmaceuticals company focused on developing and commercializing novel, sustainably derived gastrointestinal products for both human prescription use and animals on a global basis. Our wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Our Mytesi ® (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Mytesi ® is in development for multiple possible follow-on indications, including chemotherapy-induced diarrhea; orphan-drug indications for infants and children with congenital diarrheal disorders and short bowel syndrome; supportive care for inflammatory bowel disease (IBD); irritable bowel syndrome (IBS); and as a second-generation anti-secretory agent for use in cholera patients. Canalevia is our lead animal prescription drug candidate, intended for treatment of various forms of diarrhea in dogs. Equilevia is Jaguars non-prescription product for total gut health in equine athletes. Canalevia and Equilevia contain ingredients isolated and purified from the Croton lechleri tree, which is sustainably harvested. Neonorm Calf and Neonorm Foal are Jaguars lead non-prescription animal products. Mytesi ® , Canalevia , Equilevia and Neonorm are distinct products that act at the same last step in a physiological pathway generally present in mammals.
For more information about Jaguar, please visit jaguar.health. For more information about Napo, visit napopharma.com.
Forward-Looking Statements
Certain statements in this press release constitute forward-looking statements. These include statements regarding the value created by the combination with Napos human health business, the development of potential Mytesi ® follow-on indications, and the next expected veterinary product commercial launch. In some cases, you can identify forward-looking statements by terms such as may, will, should, expect, plan, aim, anticipate, could, intend, target, project, contemplate, believe, estimate, predict, potential or continue or the negative of these terms or other similar expressions. The forward-looking statements in this release are only predictions. Jaguar has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements speak only as of the date of this release and are subject to a number of risks, uncertainties and assumptions, some of which cannot be predicted or quantified and some of which are beyond Jaguars control. Except as required by applicable law, Jaguar does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Source: Jaguar Health, Inc.
Contact:
Garth Russell
KCSA Strategic Communications
P: 212-896-1250
grussell@kcsa.com
Jaguar-JAGX