UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 17, 2024, Jaguar Health, Inc. (the “Company”) entered into an amendment (the “Third ATM Amendment”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and Lucid Capital Markets, LLC (“Lucid” and, together with Ladenburg, the “Managers”) to that certain At the Market Offering Agreement, dated December 10, 2021 (as amended by those certain amendments on February 2, 2022 and May 23, 2024 and by the Third ATM Amendment, the “Agreement”), between the Company and Ladenburg. Pursuant to the Third ATM Amendment, Lucid was added as a party and Manager under the Agreement, effective beginning July 17, 2024 and ending on September 30, 2024, unless extended by the parties to the Agreement. If not amended or extended prior to September 30, 2024, then after such date Ladenburg will be the sole Manager, and Lucid will no longer be a Manager under the Agreement.
Also on July 17, 2024, the Company filed a supplement with the Securities and Exchange Commission (the “Supplement”) to the Company’s prospectus supplement dated May 23, 2024 (the “ATM Prospectus Supplement”) and the accompanying prospectus, dated May 1, 2024 relating to the Third ATM Amendment.
The foregoing description of Third ATM Amendment is not complete and is qualified in its entirety by reference to the full text of Third ATM Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these 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 other jurisdiction.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. |
Description |
| 10.1 | Third ATM Amendment, dated July 17, 2024, to ATM Agreement by and among Jaguar Health, Inc., Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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: | President and Chief Executive Officer | ||
Date: July 18, 2024