Item 3.02 Unregistered Sales of Equity Securities.
On June 10, 2019, Jaguar Health, Inc. (the Company) entered into privately negotiated exchange agreements (each, an Exchange Agreement) with a holder of one of its outstanding secured promissory notes, which as described further below resulted in the aggregate issuance by the Company of more than 5% of the Companys issued and outstanding shares of common stock (Common Stock), as last reported in the Companys Form 10-Q filed May 21, 2019.
From May 21, 2019 through July 12, 2019, the Company issued 1,119,440 shares of Common Stock in the following transactions:
On May 29, 2019, pursuant to an exchange agreement dated May 29, 2019, the Company issued 25,210 shares of Common Stock to a noteholder in exchange for a $300,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On June 3, 2019, pursuant to an exchange agreement dated June 3, 2019, the Company issued 21,632 shares of Common Stock to a noteholder in exchange for a $250,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On June 10, 2019, pursuant to exchange agreements dated June 10, 2019, the Company issued 78,683 shares of Common Stock to a noteholder in exchange for a $550,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On June 11, 2019, pursuant to exchange agreements dated June 11, 2019, the Company issued 223,750 shares of Common Stock to a noteholder in exchange for a $1,669,175 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On June 17, 2019, pursuant to an exchange agreement dated June 17, 2019, the Company issued 32,258 shares of Common Stock to a noteholder in exchange for a $200,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On June 18, 2019, pursuant to an exchange agreement dated June 18, 2019, the Company issued 88,496 shares of Common Stock to a noteholder in exchange for a $500,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On June 19, 2019, pursuant to an exchange agreement dated June 19, 2019, the Company issued 62,278 shares of Common Stock to a noteholder in exchange for a $350,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On June 21, 2019, pursuant to an exchange agreement dated June 21, 2019, the Company issued 85,470 shares of Common Stock to a noteholder in exchange for a $400,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On June 25, 2019, pursuant to an exchange agreement dated June 25, 2019, the Company issued 65,789 shares of Common Stock to a noteholder in exchange for a $300,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
On June 26, 2019, pursuant to an exchange agreement dated June 26, 2019, the Company issued 71,272 shares of Common Stock to a noteholder in exchange for a $325,000 reduction in the outstanding balance of the secured promissory note held by such noteholder.
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