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

ME Staff 8-k

7 years ago

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