JAGUAR ANIMAL HEALTH,INC. (NASDAQ:JAGX) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On February20, 2017, Jaguar Animal Health,Inc., a Delaware
corporation (the Company), made available on its website at
www.jaguaranimalhealth.com a slide presentation about the Company
for investors and stockholders. The presentation includes
materials regarding the previously announced intended merger
between the Company and Napo Pharmaceuticals,Inc.
A copy of the investor presentation is furnished as Exhibit99.1
hereto and is incorporated herein by reference. The information
under Item 7.01 and in Exhibit99.1 to this Current Report on
Form8-K shall not be deemed to be filed for purposes of Section18
of the Securities and Exchange Act of 1934, or otherwise subject
to the liabilities thereof, nor shall it be deemed to be
incorporated by reference in any filing under the Securities and
Exchange Act of 1934 or under the Securities Act of 1933, except
to the extent specifically provided in any such filing.
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 Companys intention
to merge with Napo, the estimated potential annual sales market
for Mytesi, the 2017 net sales forecast for Mytesi, the combined
companys ability to benefit from economies of scale, access
efficiencies, and enhance potential value creation, the
expectation that definitive merger agreement will be entered into
and the merger conditions to closing will be satisfied, the
anticipated timing of the commercial launches of Canalevia,
Equilevia, and the second-generation formulation of Neonorm Calf,
and the timing of expanding the indication for Canalevia to acute
diarrhea and the timing of data from planned proof of concept,
field and other studies. 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 Companys 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 will file with the Securities and Exchange Commission
(the SEC) a registration statement on FormS-4 that will include a
joint proxy statement of the Company and Napo that also
constitutes a prospectus of the Company. The definitive joint
proxy statement/prospectus will be delivered to the Companys and
Napos stockholders. 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
Companys 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 Companys and Napos 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 its annual report on Form 10-K for the fiscal year ended
December 31, 2016 as filed with the SEC on February 15, 2017 and
definitive proxy statement for its 2016 annual meeting of
stockholders filed with the SEC on April29, 2016. 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, will be 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.
Item9.01 Financial Statements and
Exhibits.
(d) Exhibits
ExhibitNo. |
|
Description |
99.1 |
Investor Presentation, dated February20, 2017. |
About JAGUAR ANIMAL HEALTH, INC. (NASDAQ:JAGX)
Jaguar Animal Health, Inc. is an animal health company focused on developing and commercializing gastrointestinal products for companion and production animals, and horses. The Company is developing a formulation of a Croton lechleri product for the treatment of ulcers in horses. It is developing a pipeline of prescription drug product candidates and non-prescription (non-drug) products. Its pipeline includes prescription drug product candidates for over nine indications across various species and non-prescription products targeting approximately seven species. Its product candidates include Canalevia, Species-specific formulations of crofelemer, Virend, Species-specific formulations of NP-500, Neonorm Calf and Species-specific formulations of Neonorm. Canalevia is its lead prescription drug product candidate for the treatment of various forms of diarrhea in dogs. Neonorm Calf and Neonorm Foal are its lead non-prescription products to improve gut health and normalize stool formation. JAGUAR ANIMAL HEALTH, INC. (NASDAQ:JAGX) Recent Trading Information
JAGUAR ANIMAL HEALTH, INC. (NASDAQ:JAGX) closed its last trading session up +0.100 at 0.960 with 2,318,921 shares trading hands.