Jaguar Health extinguishes $10M royalty with Streeterville via Series J Preferred; exchanges PIPE warrants for common

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series J Certificate of Designation As disclosed under Items 1.01 and 3.02 above, in connection with the CVP Exchange Transaction, the Company agreed to issue shares of Series J Preferred Stock to Streeterville. The preferences, rights, limitations and other matters relating to the Series J Preferred Stock are set forth in the Certificate of Designation, which the Company filed with the Secretary of State of the State of Delaware on March 1, 2024. The Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing.

On February 27, 2024, each of the PIPE Investors entered into an exchange agreement with the Company (each, a “PIPE Warrant Exchange Agreement” and collectively, the “PIPE Warrant Exchange Agreements”).

On March 1, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville (the “Streeterville Exchange Agreement”), pursuant to which the Company issued an aggregate of 179.3822 shares of Series J Preferred Stock to Streeterville at an effective exchange price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) as of the date of the Streeterville Exchange Agreement, in exchange for the surrender of the March 2021 Royalty Interest by Streeterville (the “CVP Exchange Transaction”).