05/05/2025 | Press release | Distributed by Public on 05/05/2025 04:08
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-Kand incorporated herein in its entirety by reference.