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. |
As previously reported, on March 26, 2025, Jaguar Health, Inc. (the “Company”) entered into securities purchase agreements with certain accredited investors (collectively, the “Investors”), pursuant to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, approximately $3.4 million aggregate principal amount of 6% convertible promissory notes and warrants to purchase shares of common stock of the Company (collectively, the “Securities”) in a private placement (such agreements, each, a “Securities Purchase Agreement”). Pursuant to each Securities Purchase Agreement, for a period of one year from the date on which the registration statement registering the resale of the shares of Company’s common stock underlying the Securities is declared effective by the United States Securities and Exchange Commission, the Company agreed not to issue certain securities if the issuance would constitute a Variable Rate Transaction (as such term is defined in each Securities Purchase Agreement) (the “VRT Restriction”).
On May 5, 2025, Investors holding a majority of the Securities executed limited waivers (collectively, the “Limited Waiver”) that permit the Company, from time to time, to issue certain additional securities as specified in the Limited Waiver.
The foregoing description does not purport to be a complete description of the Limited Waiver and is qualified in its entirety by reference to the full text of such Limited Waiver, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein in its entirety by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Limited Waiver | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JAGUAR HEALTH, INC. | ||||||
| Date: May 5, 2025 | By: | /s/ Lisa A. Conte | ||||
| Lisa A. Conte Chief Executive Officer & President | ||||||