Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on August 31, 2020, Jaguar Health, Inc. (the "Company")
entered into a sublease agreement (the "Sublease") with Peacock Construction
Inc., a California corporation, for office space located at 200 Pine Street, San
Francisco, California 94104 (the "Premises"). The term of the Sublease began on
August 31, 2020 and expires on May 31, 2021.
On April 6, 2021, the Company entered into an Office Lease Agreement with M & E,
LLC, a California Limited Liability Company ("Landlord"), to lease approximately
10,526 square feet of office space located at the Premises, inclusive of office
space currently covered under the Sublease (the "Lease"). The term of the Lease
will begin on September 1, 2021 and expires on August 31, 2024, unless earlier
terminated in accordance therewith. The base rent under the Lease will be as
Period During Lease Term Monthly Base Rent
Month 1 - Month 12 $ 42,104.00
Month 13 - Month 24 $ 43,367.12
Month 25 - Month 36 $ 44,668.13
Amendment to Equity Line of Credit
As previously disclosed, on March 24, 2020, the Company entered into an equity
purchase agreement (the "ELOC Purchase Agreement") with Oasis Capital, LLC, a
Puerto Rico limited liability company ("Oasis Capital"), which provides that,
upon the terms and subject to the conditions and limitations set forth therein,
Oasis Capital is committed to purchase up to an aggregate of $2.0 million of
shares of the Company's common stock, par value $0.0001 per share ("Common
Stock") over the 36-month term of the ELOC Purchase Agreement. Under the ELOC
Purchase Agreement, on any trading day selected by the Company, the Company has
the right, in its sole discretion, to present Oasis Capital with a purchase
notice, directing Oasis Capital (as principal) to purchase up to a certain
number of shares of Common Stock (calculated in accordance with the terms set
forth in the ELOC Purchase Agreement) at a per share price equal to $0.436 (the
"Purchase Price"). The ELOC Purchase Agreement provides that the Company and
Oasis Capital shall not effect any sales under the ELOC Purchase Agreement on
any purchase date where the lowest traded price of the Common Stock on both such
date and on the immediately preceding trading day is less than $0.5014 (the
On April 7, 2021, the Company entered into an amendment (the "Amendment") to the
ELOC Purchase Agreement with Oasis Capital, pursuant to which the parties agreed
to increase (i) the Purchase Price from $0.436 to $3.00 and (ii) the Threshold
Price from $0.5014 to $3.45. In consideration for Oasis Capital's entry into the
Amendment, the Company issued Oasis Capital a common stock purchase warrant
exercisable for 100,000 shares of Common Stock (the "ELOC Warrant") with an
exercise price per share equal to $1.87, the Minimum Price (as defined under
Nasdaq Listing Rules) on the date of the Amendment. Concurrently with the
Amendment, the Company also entered into a registration rights agreement with
Oasis Capital, pursuant to which the Company agreed to file one or more
registration statements, as permissible and necessary to register under the
Securities Act of 1933, as amended (the "Securities Act"), to register the
shares of Common Stock issuable upon exercise of the ELOC Warrant.
The foregoing descriptions of the ELOC Warrant, the Amendment and the
Registration Rights Agreement are not complete and are qualified in their
entirety by reference to the full text of the ELOC Warrant, the Amendment and
the Registration Rights Agreement filed herewith as Exhibits 4.1, 10.2 and 10.3,
respectively, and incorporated herein by reference.
On April 8, 2021, the Company issued a press release announcing the Company's
entry into the Amendment. A copy of this press release is furnished as Exhibit
99.2 to this report.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 under the heading "Amendment to
Equity Line of Credit" is hereby incorporated by reference into this Item 3.02
in its entirety. The issuance of the ELOC Warrant is exempt from registration
under the Securities Act pursuant to the exemption for transactions by an issuer
not involving any public offering under Section 4(a)(2) of the Securities Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Chief Financial Officer.
On April 2, 2021, the Company appointed Carol R. Lizak, age 57, as the Company's
Chief Financial Officer, effective immediately. Ms. Lizak, who currently serves
as the Company's Senior VP of Finance and Chief Accounting Officer, will
continue her duties as the Company's principal accounting officer. Ms. Lizak
joined the Company in May 2019 as Vice President of Finance and Corporate
Controller and was promoted to Chief Accounting Officer in August 2019 and
Senior VP of Finance and Chief Accounting Officer in March 2020. Prior to
joining the Company, Ms. Lizak served as Senior Director and Corporate
Controller of Zosano Pharma Corporation from November 2017 to January 2019, as
Controller of Quantum Secure, Inc. from July 2016 to August 2017, and as
Executive Director, Corporate Controller of Alexza Pharmaceuticals, Inc. from
September 2014 to July 2016. Prior thereto, she spent nine years as Corporate
Controller of a subsidiary of HID Global Corporation. Ms. Lizak holds an M.B.A
from Pepperdine University, Graziadio School of Business and Management and a
B.S. in Business Administration from the University of Santo Tomas. There are no
reportable family relationships or related party transactions (as defined in
Item 404(a) of Regulation S-K) involving the Company and Ms. Lizak.
In connection with Ms. Lizak's promotion, the Company's board of directors (the
"Board") approved an increase in her base salary from $247,500 to $290,000,
retroactively effective as of April 1, 2021. Ms. Lizak will continue to be
eligible for annual or other grants under the Company's 2014 Stock Incentive
Plan (the "2014 Plan") and to participate in the employee benefit plans that the
Company offers to its other employees.
On April 6, 2021, the Company issued a press release announcing the promotion of
Ms. Lizak. A copy of this press release is furnished as Exhibit 99.1 to this
(e) Compensatory Arrangements of Certain Officers.
On April 5, 2021 (the "Grant Date"), the Board, based on the recommendation of
the Compensation Committee of the Board, approved increases to the base salaries
and payment of cash bonuses and equity awards under the Company's 2014 Stock
Incentive Plan for the Company's named executive officers. The increases to the
base salaries are retroactively effective as of April 1, 2021 and are as
follows: (i) an increase to the annual base salary of Lisa A. Conte, President &
CEO, from $500,000 to $535,700, (ii) an increase to the annual base salary of
Dr. Steven King, Chief of Sustainable Supply, Ethnobotanical Research and
Intellectual Property and Secretary, from $300,000 to $311,900, (iii) an
increase in the base salary of Jonathan S. Wolin, Chief of Staff, General
Counsel and Chief Compliance Officer, from $309,000 to $344,800. Ms. Conte, Dr.
King and Mr. Wolin's base salaries were last increased in May 2018, November
2019 and April 1, 2020, respectively.
The cash bonuses and equity awards paid to the Company's named executive
officers are as follows:
Name and Title Cash Bonus Stock Options Stock Units
Lisa A. Conte
President, CEO and Director $ 185,000 810,000 405,000
Steven R. King, Ph.D.
Chief of Sustainable Supply, Ethnobotanical
Research and Intellectual Property and
Secretary $ 117,000 240,000 120,000
Jonathan S. Wolin
Chief of Staff, General Counsel and Chief
Compliance Officer $ 117,792 120,000 60,000
The stock options ("Options") and restricted stock units ("RSUs") were granted
under and in accordance with the terms and conditions of the 2014 Plan and the
Form of Notice of Grant of Stock Option and Stock Option Agreement ("Option
Agreement") and the Form of Notice of Grant of Restricted Stock Units and
Restricted Stock Unit Agreement (the "RSU Agreement") filed with the Securities
and Exchange Commission (the "SEC") as Exhibits 10.6 and 10.8, respectively, to
the Company's Registration Statement on Form S-1 on August 27, 2014.
Pursuant to the terms of the Options, the 2014 Plan and the Option Agreement,
the Options will vest ratably on a monthly basis over 36 months from the Grant
Date, so long as the executive remains employed by the Company, subject to the
terms and conditions of the severance agreement entered between the Company and
such executive as described in the Company's Current Report on Form 8-K filed on
June 26, 2020 (the "Severance Agreement"). The exercise price per share for the
Options is $1.99, the closing price for the Company's Common Stock on the Nasdaq
Capital Market on the Grant Date. The Options have a ten-year term.
Pursuant to the terms of the RSUs, the 2014 Plan and the RSU Agreement, the RSUs
will vest ratably on an annual basis over three years from the Grant Date, so
long as the executive remains employed by the Company, subject to the terms and
conditions of the Severance Agreement.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
Common Stock Purchase Warrant, dated April 7, 2021, between Jaguar
4.1 Health, Inc. and Oasis Capital, LLC.
10.1# Office Lease Agreement, dated March 25, 2021, between Jaguar Health,
Inc. and M & E, LLC.
10.2 First Amendment to the Equity Purchase Agreement, dated April 7, 2021,
between Jaguar Health, Inc. and Oasis Capital, LLC.
10.3 Registration Rights Agreement, dated April 7, 2021, between Jaguar
Health, Inc. and Oasis Capital, LLC.
99.1 Press Release, dated April 6, 2021.
99.2 Press Release, dated April 8, 2021.
# Portions of this exhibit have been omitted pursuant to Item 601 of Regulation
S-K promulgated under the Securities Act because the information (i) is not
material and (ii) would be competitively harmful if publicly disclosed.
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