Item 1.01 Entry into a Material Definitive Agreement
Note Purchase Agreement and Note
On
Under the Purchase Agreement, if a tropical disease priority review voucher
("TDPRV") is granted to the Company by the
In addition, beginning on the earlier of (i) six months following the closing of the Note Offering and (ii) the initiation of human clinical trials with lechlemer, (the "Optional Prepayment Period"), the Company will have the right, from time to time at in its sole discretion, to prepay all or any portion of the Note (such amount, the "Principal Prepayment Amount") at a price equal to 112.5% multiplied by the Principal Prepayment Amount (the "Optional Prepayment Amount"). Beginning on the date that the last patient is enrolled in a pivotal trial with lechlemer for the Cholera Indication, the Company must receive Investor approval before prepaying the Note.
In the event that, prior to redeeming the Note, (i) the Company abandons the
clinical trial with lechlemer for the Cholera Indication, (ii) the Company fails
to start the Phase 1 clinical trial of lechlemer for the Cholera Indication by
Security Agreement
Napo also entered into a security agreement (the "Security Agreement") with Investor, pursuant to which Investor will receive a first priority security interest in all existing and future lechlemer technology, and Napo will agree, with certain exceptions, not to grant any lien on any of the collateral securing the Note and not to grant any license under any of the intellectual property relating to such collateral. Notwithstanding the foregoing, the grant of security interest under the Security Agreement will not be effective until such time as the Company receives required consent from a third party.
The foregoing summaries of the Note, the Purchase Agreement and the Security Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the Note, the Purchase Agreement and the Security Agreement attached as Exhibits 1.1 and 10.1, and 10.2 respectively, to this Current Report on Form 8-K, which exhibits are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The Note was offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended ("Securities Act") pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
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Item 8.01. Other Events.
The Company issued a press release announcing the Note Offering on
Nasdaq Listing
As previously reported in the Company's Current Report on Form 8-K filed on
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 4.1 Secured Promissory Note, datedJanuary 19, 2021 , by and amongJaguar Health, Inc. ,Napo Pharmaceuticals, Inc. andStreeterville Capital, LLC . 10.1 Note Purchase Agreement, datedJanuary 19, 2021 , by and amongJaguar Health, Inc. ,Napo Pharmaceuticals, Inc. andStreeterville Capital, LLC . 10.2 Security Agreement, datedJanuary 19, 2021 , by and betweenNapo Pharmaceuticals, Inc. andStreeterville Capital, LLC . 99.1 Press Release, datedJanuary 20, 2021 . 99.2 Press Release, datedJanuary 22, 2021 . 2
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