Attached files
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EX-10.37 - EX-10.37 - Jaguar Health, Inc. | a17-22038_1ex10d37.htm |
EX-10.36 - EX-10.36 - Jaguar Health, Inc. | a17-22038_1ex10d36.htm |
EX-10.35 - EX-10.35 - Jaguar Health, Inc. | a17-22038_1ex10d35.htm |
EX-10.34 - EX-10.34 - Jaguar Health, Inc. | a17-22038_1ex10d34.htm |
EX-10.33 - EX-10.33 - Jaguar Health, Inc. | a17-22038_1ex10d33.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 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 |
201 Mission Street, Suite 2375 |
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94105 |
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
Explanatory Note
On August 1, 2017, Jaguar Health, Inc. (f/k/a Jaguar Animal Health, Inc.) (the Company) filed a Current Report on Form 8-K (the Original 8-K) announcing that on July 31, 2017, the Company completed its merger (the Merger) with Napo Pharmaceuticals, Inc. (Napo) pursuant to the Agreement and Plan of Merger dated March 31, 2017 by and among Jaguar, Napo, Napo Acquisition Corporation and Napos representative (the Merger Agreement). On August 4, 2017, the Company filed an amendment to the Original 8-K to, among other things, provide the financial statements of the business acquired and pro forma financial information in accordance with Items 9.01(a) and (b).
This Current Report on Form 8-K further amends the Original 8-K to include certain agreements to which Napo is a party that remain in effect and material to the combined compnay following the consummation of the Merger and related transactions described in the Merger Agreement. Except as set forth in Item 8.01 and Item 9.01 below, no other changes are being made to the Original Form 8-K.
Item 8.01 Other Events.
In connection with the completion of the Merger, the Company is filing certain agreements to which Napo is a party that remain in effect and material to the combined company following the consummation of the Merger and related transactions described in the Merger Agreement (collectively, the Agreements). The Agreements are filed as Exhibits 10.1 through 10.37 to this Current Report on Form 8-K/A and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13# |
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10.14 |
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10.15 |
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10.16 |
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10.17 |
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10.18 |
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10.19 |
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10.20 |
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10.21 |
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10.22 |
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10.23 |
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10.24 |
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10.25 |
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10.26 |
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10.27 |
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10.28 |
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10.29 |
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10.30 |
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10.31 |
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10.32 |
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10.33* |
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10.34* |
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10.35* |
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10.36* |
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10.37* |
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* Filed herewith.
Confidential treatment granted as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
#Management contract or compensatory plan or arrangement.
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: September 14, 2017 |
By: |
/s/ KAREN S. WRIGHT | |
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Name: |
Karen S. Wright |
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Title: |
Chief Financial Officer |