UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| The |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 7, 2023, Jaguar Health, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders of the Company. Five proposals were submitted to and approved by the Company’s stockholders. The proposals are described in details in the Company’s proxy statement. The final results for the votes regarding each proposal are set for below.
| 1. | Proposal to elect one Class II director to the Company’s board of directors to hold officer for a three-year term until the annual meeting of stockholders in 2026 and until his successor is elected and qualified. The votes regarding this proposal were as follows: |
| For | Withheld | Broker Non- Votes | ||||
| John Micek III | 6,027,707 | 238,397 | 0 |
| 2. | Proposal to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was approved by the stockholders by the following vote: |
| For | Against | Abstained | Broker Non- Votes | |||
| 8,608,787 | 201,057 | 29,440 | 0 |
| 3. | Proposal to approve the issuance of shares of our common stock, par value $0.0001 per share (the “Common Stock”), issuable upon exercise of warrants and conversion of preferred stock issued and to be issued to certain accredited investors in accordance with Nasdaq Listing Rule 5635(d), was approved by the stockholders by the following vote: |
| For | Against | Abstained | Broker Non- Votes | |||
| 3,028,490 | 475,340 | 107,274 | 2,573,182 |
| 4. | Proposal to approve an amendment and restatement of the Company’s 2014 Stock Incentive Plan (the “2014 Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2014 Plan by 2,700,000 shares and extend the remaining term of the 2014 Plan to ten years, was approved by the stockholders by the following vote: |
| For | Against | Abstained | Broker Non- Votes | |||
| 5,757,091 | 410,930 | 98,083 | 2,573,182 |
| 5. | Proposal to approve a proposal to grant discretionary authority to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3 and/or Proposal 4, was approved by the stockholders by the following vote: |
| For | Against | Abstained | Broker Non- Votes | |||
| 5,820,111 | 339,795 | 106,198 | 2,573,182 |
Item 7.01. Regulation FD Disclosure.
On July 7, 2023, the Company issued a press release announcing the results of the Annual Meeting, a copy of which is furnished as Exhibit 99.1.
The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 7, 2023. | |
| 104 | Cover Page Interactive Data File (embedded with the inline XBRL document) |
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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: | Chief Executive Officer & President | ||
| Date: July 7, 2023 | |||
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