JAGUAR ANIMAL HEALTH,INC. (NASDAQ:JAGX) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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JAGUAR ANIMAL HEALTH,INC. (NASDAQ:JAGX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 9.01 Submission of Matters to a Vote of Security Holders.

Jaguar Animal Health,Inc. (“Jaguar”) held a Special Meeting of Stockholders of Jaguar on July27, 2017. Nine proposals were submitted to and approved by the stockholders of Jaguar. The proposals are described in detail in Jaguar’s Joint Proxy Statement/Prospectus. The final results for the votes regarding each proposal are set forth below. There were no broker non-votes recorded for any of the proposals.

1. Proposal to approve the issuance of shares of Jaguar common stock and non-voting common stock in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March31, 2017, by and among the Jaguar, Napo Acquisition Corporation, Napo Pharmaceuticals,Inc. (“Napo”) and a representative of Napo was approved by the stockholders by the following vote:

For

Against

Abstained

9,993,603

135,434

125,554

2. Proposal to approve the issuance of Jaguar common stock upon conversion of the Convertible Promissory Notes, due December30, 2019, issued or issuable by Napo to certain investors in the original principal amount of up to $12,500,000, as amended on March31, 2017, was approved by the stockholders by the following vote:

For

Against

Abstained

9,983,087

92,338

179,166

3. Proposal to approve the issuance of $3,000,000 of Jaguar common stock at a price equal to $0.925 per share to Invesco Asset Management Limited (“Invesco”) to the Commitment Letter, dated February21, 2017, between Jaguar and Invesco was approved by the stockholders by the following vote:

For

Against

Abstained

9,976,227

145,394

132,970

4. Proposal to approve the issuance of Jaguar common stock upon conversion of the Convertible Promissory Note, due August2, 2018, issued by Jaguar to an institutional investor in the original principal amount of $2,155,000 was approved by the stockholders by the following vote:

For

Against

Abstained

9,569,231

552,390

132,970

5. Proposal to approve the amendment of the Jaguar 2014 Stock Incentive Plan (the “2014 Plan”) to increase the number of shares of Jaguar common stock authorized for issuance under the 2014 Plan by 6,500,188 shares was approved by the stockholders by the following vote:

For

Against

Abstained

9,348,701

724,738

181,152

6. Proposal to approve Jaguar’s Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50 million shares to 300 million shares and change the Jaguar corporate name to “Jaguar Health,Inc.” was approved by the stockholders by the following vote:

For

Against

Abstained

10,083,734

105,985

64,872

7. Proposal to approve Jaguar’s Third Amended and Restated Certificate of Incorporation to authorize a class of non-voting common stock was approved by the stockholders by the following vote:

For

Against

Abstained

9,980,247

145,198

129,146

8. Proposal to approve Jaguar’s Third Amended and Restated Certificate of Incorporation to require the prior written consent of Nantucket Investments Limited (“Nantucket”) before the issuance of dividends to holders of Jaguar common stock and/or non-voting common stock for so long as Nantucket or its affiliates own any shares of Jaguar non-voting common stock was approved by the stockholders by the following vote:

For

Against

Abstained

10,094,377

98,792

61,422

9. Proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or advisable, to permit further solicitation of proxies in favor of the foregoing proposals was approved by the stockholders by the following vote:

For

Against

Abstained

10,086,469

109,697

58,425

Item 9.01 Other Events.

On July27, 2017, Jaguar issued a press release announcing the results of Jaguar’s Special Meeting of its stockholders. A copy of the press release is filed as Exhibit99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

ExhibitNo.

Description

99.1

Press Release dated July27, 2017.


Jaguar Animal Health, Inc. Exhibit
EX-99.1 2 a17-18516_1ex99d1.htm EX-99.1 Exhibit 99.1     Stockholders of Jaguar Animal Health and Napo Pharmaceuticals Vote to Approve Merger   Merger Terms Include Funding for Combined Company and Other Aspects of the Merger Disclosed in the Proxy/Prospectus   Jaguar to Host Conference Call Friday,…
To view the full exhibit click here

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.