JAGUAR ANIMAL HEALTH,INC. (NASDAQ:JAGX) Files An 8-K Other EventsItem 9.01 Other Events.
On July6, 2017, Jaguar Animal Health,Inc. ( the “Company”) issued a press release announcing the Company’s special meeting of its stockholders to be held on July27, 2017. A copy of the press release is filed as Exhibit99.1 to this report.
Disclaimer on Forward-looking Statements
This Current Report on Form8-K contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These include statements regarding the proposed merger between the Company and Napo, the Company’s intention to develop species-specific formulations of Neonorm™ in additional target species, and the Company’s plan to develop formulations of Canalevia™ for cats, horses and dogs. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this release are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements speak only as of the date of this release and are subject to a number of risks, uncertainties and assumptions, some of which cannot be predicted or quantified and some of which are beyond the Company’s control. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed merger between the Company and Napo, the Company filed with the Securities and Exchange Commission (the “SEC”) a registration statement on FormS-4 that includes a joint proxy statement of the Company and Napo also constitutes a prospectus of the Company. The registration statement was declared effective by the SEC on July 6, 2017. The definitive joint proxy statement/prospectus will be delivered to the Company’s and Napo’s stockholders on or about July 7, 2017. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND NAPO ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the definitive joint proxy statement/prospectus (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at www.jaguaranimalhealth.com or by contacting the Company at: Investor Relations, Jaguar Animal Health,Inc., 201 Mission Street, Suite2375, San Francisco, California, 94105; (415)-371-8300.
Participants in the Merger Solicitation
The Company, Napo, their respective directors and certain of their executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rulesof the SEC, be deemed participants in the solicitation of the Company’s and Napo’s stockholders in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form10-K/A for the fiscal year ended December31, 2016 as filed with the SEC on May26, 2017 and definitive proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on April17, 2017. Information about the executive officers of Napo is set forth at www.napopharma.com. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus filed with the above-referenced registration statement on FormS-4 and other relevant materials to be filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
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ExhibitNo. |
Description |
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99.1 |
Press Release dated July6, 2017. |