UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| The |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 21, 2024, Jaguar Health, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders of the Company. Five proposals were submitted to and approved by the Company’s stockholders. The proposals are described in details in the Company’s proxy statement. The final results for the votes regarding each proposal are set for below, which do not reflect the 1-for-60 reverse stock split effectuated on May 23, 2024 (the "Reverse Stock Split").
| 1. | Proposal to elect one Class III director to the Company’s board of directors to hold officer for a three-year term until the annual meeting of stockholders in 2027 and until his successor is elected and qualified. The votes regarding this proposal were as follows: |
| For | Withheld | Broker Non- Votes | ||||||||||
| Anula Jayasuriya | 84,338,214 | 5,987,205 | 40,768,432 | |||||||||
| 2. | Proposal to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was approved by the stockholders by the following vote: |
| For | Against | Abstained | Broker Non- Votes | |||||||||||
| 121,685,579 | 5,235,571 | 4,172,701 | 0 | |||||||||||
| 3. | Proposal to approve, on a on a non-binding advisory basis, the compensation paid by the Company to named executive officers: |
| For | Against | Abstained | Broker Non- Votes | |||||||||||
| 80,589,675 | 7,327,567 | 2,408,177 | 40,768,432 | |||||||||||
| 4. | Proposal to approve an amendment and restatement of the Company’s 2014 Stock Incentive Plan (the “2014 Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2014 Plan by 45,500,000 shares (equivalent to 758,333 shares following the Reverse Stock Split), was approved by the stockholders by the following vote: |
| For | Against | Abstained | Broker Non- Votes | |||||||||||
| 70,026,219 | 19,373,238 | 925,962 | 40,768,432 | |||||||||||
| 5. | Proposal to approve a proposal to grant discretionary authority to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposal 4, was approved by the stockholders by the following vote: |
| For | Against | Abstained | Broker Non- Votes | |||||||||||
| 81,727,219 | 8,024,832 | 573,368 | 40,768,432 | |||||||||||
Item 7.01. Regulation FD Disclosure.
On June 21, 2024, the Company issued a press release announcing the results of the Annual Meeting, a copy of which is furnished as Exhibit 99.1.
The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 21, 2024. | |
| 104 | Cover Page Interactive Data File (embedded with the inline XBRL document) |
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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.
| JAGUAR HEALTH, INC. | |||
| By: | /s/ Lisa A. Conte | ||
| Name: | Lisa A. Conte | ||
| Title: | Chief Executive Officer & President | ||
| Date: June 21, 2024 | |||
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