Amendment: SEC Form 10-K/A filed by Jaguar Health Inc.
$JAGX
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31 , 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-36714
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(415 ) 371-8300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
| The |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File to be submitted pursuant to Rule 405 of Regulation Yes ☒ No ☐
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. | Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒
12b-2
of the Exchange Act). Yes ☐ No As of June 30, 2024, the aggregate market value of the registrant’s common stock held by 28 million based upon the closing sales price of the registrant’s common stock on The Nasdaq Capital Market on such date.
non-affiliates
was approximately $The number of shares of the registrant’s common stock outstanding as of March 31, 2025, was 674,043 shares of voting common stock and no shares of
non-voting
common stock, par value $0.0001 per share were outstanding. DOCUMENTS INCORPORATED BY REFERENCE
None.
Jaguar Health, Inc.
Index
| Page | ||||||
| Explanatory Note |
||||||
| PART III | ||||||
| Item 10. | Directors, Executive Officers and Corporate Governance | 1 | ||||
| Item 11. | Executive Compensation | 7 | ||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 | ||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 25 | ||||
| Item 14. | Principal Accounting Fees and Services | 28 | ||||
| PART IV | ||||||
| Item 15. | Exhibits, Financial Statement Schedules | 29 | ||||
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 10–K for the year ended December 31, 2024 of Jaguar Health, Inc. (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “Original Form 10–K”). The purpose of this Amendment is solely to amend Part III, Items 10 through 14 of the Original Form to include information previously omitted from the Original Form in reliance on General Instruction G(3) to Form which permits the above-referenced Items to be incorporated in the Annual Report on Form by reference from a definitive proxy statement, if such proxy statement is filed no later than 120 days after December 31, 2024. At this time, the Company is filing this Amendment to include Part III information in our Annual Report on Form because we do not intend to file a definitive proxy statement within 120 days of December 31, 2024. Accordingly, Part III of the Original Form is hereby amended and restated as set forth herein. The information included herein as required by Part III, Items 10 through 14 of Form is more limited than what is required to be included in the definitive proxy statement to be filed in connection with our annual meeting of stockholders. Accordingly, the definitive proxy statement to be filed at a later date will include additional information related to the topics herein and additional information not required by Part III, Items 10 through 14 of Form
10-K
10-K
10-K
10-K
10-K
10-K
10-K
10-K.
The reference on the cover page of the Original Form to the incorporation by reference of our definitive proxy statement into Part III of the Original Form is hereby deleted.
10-K
10-K
Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10–K.
10-K
NOTE REGARDING COMPANY REFERENCES
Unless the context otherwise requires, the terms “Jaguar Health,” “Jaguar,” “the Company,” “we,” “us,” and “our” in this Amendment refer to Jaguar Health, Inc. and its consolidated subsidiaries.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth the name, age (as of April 15, 2025) and position of each of our executives and directors.
Name |
Age |
Position(s) Held | ||
Executives |
||||
| Lisa Conte | 66 | Chief Executive Officer and President, Director (Class I) | ||
| Pravin Chaturvedi, PhD | 62 | Chief Scientific Officer; Chair of Scientific Advisory Board | ||
| Carol Lizak, MBA | 61 | Chief Financial Officer | ||
| Steve King, PhD | 67 | Chief Sustainable Supply, Ethnobotanical Research, and IP Officer | ||
| Jonathan Wolin, JD, MBA | 63 | Chief of Staff, Chief Compliance Officer, and General Counsel | ||
Non-Executive |
||||
| James J. Bochnowski (1)(2)(3) |
81 | Chairman of the Board (Class I) | ||
| John Micek III (1)(3) |
72 | Director (Class II) | ||
| Jonathan B. Siegel (1)(2) |
51 | Director (Class I) | ||
| Anula Jayasuriya | 68 | Director (Class III) | ||
| (1) | Member of the audit committee. |
| (2) | Member of the compensation committee. |
| (3) | Member of the nominating committee. |
Executive Team
Lisa A. Conte.
not-for-profit
We believe Ms. Conte is qualified to serve on our board of directors due to her extensive knowledge of our Company and experience with our product and product candidates, as well as her experience managing and raising capital for public and private companies.
Pravin Chaturvedi, Ph.D
.
30-year
co-founded
co-founded
1
Carol Lizak.
Steve King, Ph.D.
not-for-profit
Jonathan
Wolin.
Officers serve at the discretion of the board of directors. There are no family relationships among any of our executive officers or among any of our executive officers and our directors. There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.
Non-executive
James J. Bochnowski
co-founded
We believe Mr. Bochnowski is qualified to serve on our board of directors due to his significant experience with venture capital backed healthcare companies and experience as both an executive officer and member of the board of directors of numerous companies.
John Micek III
2
We believe Mr. Micek is qualified to serve on our board of directors due to his many years of executive experience in management and on boards of director of other companies.
Jonathan B. Siegel
Co-Founder
Sol-Gel
We believe Mr. Siegel is qualified to serve on our board of directors due to his extensive experience in the pharmaceutical investment sector.
Anula Jayasuriya
co-founded
co-founded
Hoffman-La
We believe Dr. Jayasuriya is qualified to serve on our board of directors due to her extensive experience in healthcare investment and management.
There are no family relationships among any of our executive officers or among any of our executive officers and our directors. There is no arrangement or understanding between any director and any other person pursuant to which the director was selected.
Board of Directors
The Board of Directors oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board of Directors does not involve itself in the operations of the Company. Our executive officers and management oversee the operations. Our directors fulfill their duties and responsibilities by attending meetings of the Board of Directors, which are held from time to time.
day-to-day
day-to-day
Board Leadership Structure
The Bylaws and corporate governance guidelines provide our board of directors with flexibility in its discretion to combine or separate the positions of Chairperson of the board of directors and chief executive officer. As a general policy, our board of directors believes that separation of the positions of Chairperson and chief executive officer reinforces the independence of the board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the board of directors as a whole. We expect and intend the positions of Chairperson of the board and chief executive officer to be held by two individuals in the future.
Board of Directors Independence
Our Common Stock is listed on The Nasdaq Capital Market. Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Nominating Committee must be independent. Audit Committee members must also satisfy the independence criteria set forth in Rule under the Exchange Act. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the company’s board of directors, such person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
10A-3
3
To be considered independent for purposes of Rule a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, our board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.
10A-3,
Our board of directors periodically undertakes a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that four of our five directors (i.e., Mr. Bochnowski, Mr. Micek, Mr. Siegel and Dr. Jayasuriya) do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq rules. Our board of directors also determined that Mr. Micek (chairperson), Mr. Bochnowski and Mr. Siegel, who comprise our Audit Committee, Mr. Bochnowski (chairperson) and Mr. Siegel, who comprise our Compensation Committee, and Mr. Bochnowski and Mr. Micek, who comprised our Nominating Committee, satisfy the independence standards for those committees established by applicable SEC rules and the Nasdaq rules and listing standards.
In making this determination, our board of directors considered the relationships that each director has with us and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each director.
non-employee
non-employee
Staggered board
In accordance with our Third Amended and Restated Certificate of Incorporation, as amended (the “COI”), and our Amended and Restated Bylaws, as amended (the “Bylaws”), our Board of Directors is divided into three classes of directors. At each annual meeting of the stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2025 for Class I directors, 2026 for Class II directors and 2027 for Class III directors.
| • | Our Class I directors are James J. Bochnowski, Lisa A. Conte, and Jonathan B. Siegel; |
| • | Our Class II director is John Micek III; and |
| • | Our Class III director is Anula Jayasuriya. |
Our amended and restated COI and amended and restated Bylaws provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our Board of Directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.
Committees of the Board of Directors
The Board of Directors has three committees: an audit committee, a compensation committee and a nominating committee. Continuing directors and our nominees for election as director are required to attend the annual meeting of stockholders, barring significant commitments or special circumstances, and are also required to participate in the meetings of committees on which they serve. The following table provides membership information for each committee as of March 31, 2025:
Name |
Audit |
Compensation |
Nominating | |||
| Lisa A. Conte | ||||||
James J. Bochnowski John Micek III Jonathan B. Siegel Anula Jayasuriya |
✓ ✓ *† ✓ |
✓* ✓ |
✓ ✓ |
| * | Committee Chairman |
| † | Financial Expert |
4
Audit Committee
The members of our Audit Committee are Mr. Micek, Mr. Bochnowski, and Mr. Siegel. Mr. Micek is the chairperson of the Audit Committee. Our Audit Committee’s responsibilities include:
| • | appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; |
| • | overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm; |
| • | reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures; |
| • | monitoring our internal control over financial reporting, disclosure controls and procedures and code of conduct; |
| • | discussing our risk management policies; |
| • | establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns; |
| • | reviewing and approving or ratifying any related person transactions; and |
| • | preparing the Audit Committee report required by SEC rules. |
All audit and services, other than de minimis services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.
non-audit
non-audit
Our board of directors has determined that each of Mr. Micek, Mr. Bochnowski, and Mr. Siegel is an independent director under Nasdaq rules and under Rule All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq.
10A-3.
Our board of directors has determined that Mr. Micek is an “audit committee financial expert,” as defined by applicable SEC rules, and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations.
The Audit Committee held four meetings in 2024. The audit committee has adopted a written charter approved by our board of directors, which is available on our website at:
https://jaguarhealth.gcs-web.com/static-files/aeabd726-16c2-4219-a755-475e9c87b851.
Compensation Committee
The members of our Compensation Committee are Mr. Bochnowski and Mr. Siegel. Mr. Bochnowski is the chairperson of the Compensation Committee. Our Compensation Committee’s responsibilities include:
| • | determining, or making recommendations to our board of directors with respect to, the compensation of our Chief Executive Officer; |
| • | determining, or making recommendations to our board of directors with respect to, the compensation of our other executive officers; |
| • | overseeing and administering our cash and equity incentive plans; |
| • | reviewing and making recommendations to our board of directors with respect to director compensation; and |
| • | preparing the Compensation Committee report and necessary disclosure in our annual proxy statement in accordance with applicable SEC rules. |
To determine compensation, the Compensation Committee, with input from the Chief Executive Officer (who does not participate in the deliberations regarding her own compensation), reviews, at least annually, and makes recommendations to the board of directors about appropriate compensation levels for each executive officer of the Company. The Compensation Committee considers all factors it deems relevant in setting executive compensation.
5
Our board has determined that each of Mr. Bochnowski and Mr. Siegel is independent under the applicable Nasdaq rules and regulations, is a director” as defined in Rule promulgated under the Exchange Act, and is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.
“non-employee
16b-3
The Compensation Committee held five meetings in 2024. All compensation-related matters were approved at the board of directors’ level. The Compensation Committee has adopted a written charter approved by the board of directors, which is available on our website at:
https://jaguarhealth.gcs-web.com/static-files/653862da-1aa9-4819-b559-5c5654189e80
Nominating Committee
The members of our Nominating Committee are Mr. Bochnowski and Mr. Micek. Our Nominating Committee’s responsibilities include:
| • | identifying individuals qualified to become members of our board of directors; |
| • | evaluating qualifications of directors; |
| • | recommending to our board of directors the persons to be nominated for election as directors and to each of the committees of our board of directors; and |
| • | overseeing an annual evaluation of our board of directors. |
The Nominating Committee had no meeting in 2024. All nomination-related matters were approved at the board of directors’ level. The Nominating Committee has adopted a written charter approved by the board of directors, which is available on our website at:
https://jaguarhealth.gcs-web.com/static-files/02dfed04-9508-44cd-a96a-3215e565111c.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has ever been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee or other board committee performing equivalent functions of any entity that has one or more of its executive officers serving on our board of directors or Compensation Committee.
Meetings and Attendance During 2024
The board of directors held meetings in 2024. Each director who served as a director during 2024 participated in 75% or more of the meetings of the board of directors and of the committees on which he or she served, if any, during the year ended December 31, 2024 (during the period that such director served).
twenty-one
We do not have a written policy on director attendance at annual meetings of stockholders. We encourage, but do not require, our directors to attend the Annual Meeting. One director attended the 2024 Annual Meeting of Stockholders.
Risk Oversight
Our board of directors monitors our exposure to a variety of risks through our Audit Committee. Our Audit Committee charter gives the Audit Committee responsibilities and duties that include discussing with management and the independent auditors our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. Our Audit Committee is also responsible for monitoring and controlling exposure to cybersecurity risks and discussing such risks with management.
6
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act, and regulations of the SEC thereunder require our directors, officers and persons who own more than 10% of our Common Stock, as well as certain affiliates of such persons, to file initial reports of their ownership of our Common Stock and subsequent reports of changes in such ownership with the SEC. Directors, officers and persons owning more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such reports and amendments thereto received by us and written representations from these persons that no other reports were required, we believe that during the fiscal year ended December 31, 2024, our directors, officers and owners of more than 10% of our Common Stock complied with all applicable filing requirements, except that one Form 4 covering one transaction was filed late for each of Ms. Conte, Dr. King, Mr. Wolin and Dr. Chaturvedi and one Form 4 covering two transactions was filed late for Ms. Lizak.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our President and Chief Executive Officer, our Chief Financial Officer and other employees who perform financial or accounting functions. The Code of Business Conduct and Ethics sets forth the basic principles that guide the business conduct of our employees. A current copy of the code is on our website at We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions on our website to the extent required by applicable rules and exchange requirements. The inclusion of our website address in this proxy statement does not incorporate by reference the information on or accessible through our website into this proxy statement.
https://jaguarhealth.gcs-web.com/corporate-governance.
Insider Trading Policy and Procedures
We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees and other covered persons. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.
Stockholder Communications with the Board of Directors
Stockholders may contact an individual director or the board of directors as a group, or a specified board committee or group, including the directors as a group, by the following means:
non-employee
| Mail: | Attn: Board of Directors |
Jaguar Health, Inc.
200 Pine Street, Suite 400
San Francisco, CA 94104
| Email: |
Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. We will initially receive and process communications before forwarding them to the addressee. We also may refer communications to other departments within the Company. We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests the Company’s general information.
Item 11. Executive Compensation
Compensation Overview
This compensation discussion, which should be read together with the compensation tables set forth below, provides information regarding our executive compensation program for our named executive officers for 2024, who were Lisa Conte, our current President and Chief Executive Officer, Pravin Chaturvedi, our Chief Scientific Officer and Chair of Scientific Advisory Board, Steven King, our Chief of Sustainable Supply, Ethnobotanical Research and Intellectual Property, and Jonathan Wolin our Chief of Staff, General Counsel, and Chief Compliance Officer. We refer to these four individuals as our named executive officers for 2024.
2024 Summary Compensation Table
The following table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal years indicated by our named executive officers.
7
Year |
Salary ($) |
Bonus ($) |
Option awards ($) |
Stock awards ($) |
All other compensation ($)(3) |
Total ($) |
||||||||||||||||||||||
Lisa A. Conte |
2024 | 582,282 | 85,429 | 160,166 | 21,289 | 26,154 | 875,320 | |||||||||||||||||||||
President & Chief Executive Officer |
2023 | 576,374 | — | — | 205,190 | 34,290 | 815,854 | |||||||||||||||||||||
| 2022 | 566,205 | 160,140 | — | 327,403 | 33,658 | 1,087,406 | ||||||||||||||||||||||
Pravin Chaturvedi, Ph.D. |
2024 | 470,271 | 70,235 | 47,771 | 6,349 | 52,001 | 646,627 | |||||||||||||||||||||
Chief Scientific Officer |
2023 | 465,500 | — | — | 109,222 | 52,412 | 627,134 | |||||||||||||||||||||
| 2022 | 387,917 | 80,560 | — | 101,613 | 39,721 | 609,811 | ||||||||||||||||||||||
Steven R. King, Ph.D. |
2024 | 356,517 | 54,333 | 47,771 | 6,349 | 50,932 | 515,002 | |||||||||||||||||||||
Chief, Sustainable Supply, |
2023 | 352,900 | — | — | 85,139 | 53,496 | 491,535 | |||||||||||||||||||||
Ethnobotanical Research & Intellectual Property |
2022 | 342,650 | 96,385 | — | 71,386 | 49,705 | 560,126 | |||||||||||||||||||||
Jonathan Wolin |
2024 | 400,584 | 58,935 | 47,771 | 6,349 | 60,568 | 574,208 | |||||||||||||||||||||
Chief of Staff, General Counsel & |
2023 | 396,520 | — | — | 105,176 | 61,093 | 562,789 | |||||||||||||||||||||
Chief Compliance Officer |
2022 | 383,590 | 104,248 | — | 101,652 | 55,004 | 644,494 | |||||||||||||||||||||
Footnotes to Summary Compensation Table
| (1) | Assumptions used in calculating the value of option awards were described in Note 11 to the Financial Statements in our Annual Report on Form 10-K ear ended December 31, 2024 , incorporated herein by reference. The amounts reported for option awards were based on the aggregate grant date fair value computed in accordance with ASC topic 718. On June 3, 2019, the Company filed the Certificate of Fifth Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a1-for-70 1-for-3 1-for-75 1-for-60 1-for-25 |
| a. | Ms. Conte — On October 8, 2024, an aggregate 5,280 shares were granted to Ms. Conte at an exercise price of $32.25 per share. There were no options granted to Ms. Conte in fiscal years 2022 and 2023. An aggregate 1 shares were granted to Ms. Conte on April 5, 2021 at an exercise price of $671,625 per share. On December 27, 2022, Ms. Conte and the Company mutually agreed to the surrender and cancellation of unvested stock options (the “Options”) granted on April 5, 2021 to purchase an aggregate of 1 share of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625 per share. In consideration for the cancellation of the options, the Company agreed to pay $300 to Ms. Conte. |
| b. | Dr. Chaturvedi — On October 8, 2024, an aggregate 1,575 shares were granted to Mr. Chaturvedi at an exercise price of $32.25 per share. There were no options granted to Dr. Chaturvedi in fiscal years 2022 and 2023. An aggregate 0.53 shares were granted to Dr. Chaturvedi on April 5, 2021 at an exercise price of $671,625 per share. On December 27, 2022, Dr. Chaturvedi and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 0.28 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625 per share. In consideration for the cancellation of the options, the Company agreed to pay $300 to Dr. Chaturvedi. |
8
| c. | Dr. King — On October 8, 2024, an aggregate 1,575 shares were granted to Dr. King at an exercise price of $32.25 per share.There were no options granted to Dr. King in fiscal years 2022 and 2023. An aggregate 0.71 shares were granted to Dr. King on April 5, 2021 at an exercise price of $671,625 per share. On December 27, 2022, Dr. King and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 0.37 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625 per share. In consideration for the cancellation of the options, the Company agreed to pay $300 to Dr. King. |
| d. | Mr. Wolin — On October 8, 2024, an aggregate 1,575 shares were granted to Mr. Wolin at an exercise price of $32.25 per share. There were no options granted Mr. Wolin in fiscal years 2022 and 2023. An aggregate 0.35 shares were granted to Mr. Wolin on April 5, 2021 at an exercise price of $671,625 per share. On December 27, 2022, Mr. Wolin and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 0.19 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625 per share. In consideration for the cancellation of the Options, the Company agreed to pay $300 to Mr. Wolin. |
| e. | All of the December 21, 2017 options grants vested in full as of March 31, 2018 if the option holder was an employee on that date. All of the March 12, 2018 options grants vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on March 12, 2021. All of the June 1, 2018 options grants vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on June 1, 2021. All of the July 24, 2019 option grants vest 1/36th per month over thirty-six thirty-six |
| (2) | Assumptions used in calculating the value of stock awards which is mainly restricted stock units were described in Note 11 to the Financial Statements in our Annual Report on Form 10-K ear ended December 31, 2024 , incorporated herein by reference. The amounts reported for stock awards were based on the aggregate grant date fair value on the grant date computed in accordance with ASC topic 718. All of the restricted stock units granted on October 8, 2024 will vest on the first anniversary of the grant date. All of the restricted stock units granted on April 5, 2021 and March 28, 2022 have vested. The restricted stock units granted on August 14, 2023 will vest yearly for the next two years. |
| a. | Ms. Conte — On October 8, 2024, Ms. Conte was granted 5,280 restricted stock units at a market price of $806.25 per share at the grant date. On August 14, 2023, Ms. Conte was granted 255 restricted stock units at a market price of $795.00 per share at the grant date. On March 28, 2022, Ms. Conte was granted 5 restricted stock units at a market price of $58,500.00 per share at the grant date. On April 5, 2021, Ms. Conte was granted 1 restricted stock unit at a market price of $672,000.00 per share at the grant date. |
| b. | Dr. Chaturvedi — On October 8, 2024, Dr. Chaturvedi was granted 196 restricted stock units at a market price of $806.25 per share at the grant date. On August 14, 2023, Dr. Chaturvedi was granted 136 restricted stock units at a market price of $795.00 per share at the grant date. On March 28, 2022, Dr. Chaturvedi was granted 1 restricted stock unit at a market price of $58,500 per share at the grant date. On April 5, 2021, Dr. Chaturvedi was granted 0.24 restricted stock unit at a market price of $672,000.00 per share at the grant date |
| c. | Dr. King — On October 8, 2024, Dr. King was granted 196 restricted stock units at a market price of $806.25 per share at the grant date. On August 14, 2023, Dr. King was granted 196 restricted stock units at a market price of $795.00 per share at the grant date. On March 28, 2022, Dr. King was granted 1 restricted stock unit at a market price of $58,500.00 per share at the grant date.. |
| d. | Mr. Wolin — On October 8, 2024, Mr. Wolin was granted 196 restricted stock units at a market price of $806.25 per share at the grant date. On August 14, 2023, Mr. Wolin was granted 131 restricted stock units at a market price of $795.00 per share at the grant date. On March 28, 2022, Mr. Wolin was granted 1 restricted stock unit at a market price of $58,500.00 per share at the grant date. |
9
| (3) | Amounts shown in this column reflect incremental health insurance premiums paid for such executive and their family members, if applicable. |
Narrative to Summary Compensation Table
Base Salary
Effective May 1, 2018, the Compensation Committee increased Ms. Conte’s annual base salary from $440,000 to $500,000 and Dr. King’s annual base salary from $280,500 to $290,317, and on November 1, 2019, Dr. King’s annual base salary was increased from $290,317 to $300,000. Effective April 1, 2021, the Compensation Committee increased Ms. Conte’s annual base salary from $500,000 to $535,700 and Dr. King’s annual base salary from $300,000 to $311,900. Effective April 1, 2022, the Compensation Committee increased Ms. Conte’s annual base salary from $535,700 to $576,374 and Dr. King’s annual base salary from $311,900 to $352,900.
Dr. Chaturvedi was hired on March 1, 2022 with an annual base salary of $465,500. Prior to Dr. Chaturvedi’s full-time employment with the Company, he was a consultant to the Company and paid a monthly fee of $22,167. He was paid $265,000 in consulting fees during fiscal year 2021.
Mr. Wolin was hired on November 28, 2018 with an annual base salary of $260,000. On September 6, 2019, we entered into a promotion letter with Mr. Wolin, pursuant to which his base salary was increased to $280,800, effective September 1, 2019. His annual base salary was increased to $300,000 and $309,000 effective November 1, 2019 and April 1, 2020, respectively. Effective April 1, 2021, the Compensation Committee increased Mr. Wolin’s annual base salary from $309,000 to $344,800. Effective April 1, 2022, the Compensation Committee increased Mr. Wolin’s annual base salary from $344,800 to $396,520.
There were no salary increases for Ms. Conte, Dr. Chaturvedi, Dr. King, and Mr. Wolin during the fiscal year 2023.
Effective October 1, 2024, the Compensation Committee increased Ms. Conte’s annual base salary from $576,374 to $600,005. Effective October 1, 2024, the Compensation Committee increased Dr. King’s annual base salary from $352,900 to $367,369. Effective October 1, 2024, the Compensation Committee increased Dr. Chaturvedi’s annual base salary from $465,500 to $484,585. Effective October 1, 2024, the Compensation Committee increased Mr. Wolin’s annual base salary from $396,520 to $412,777.
Equity Compensation
Ms. Conte and Dr. King received stock option grants at the time they were hired by privately-held Jaguar Animal Health, Inc. Such options generally vest over time, with 25% of the options vesting after nine months of employment and monthly vesting thereafter with full vesting after three years. Mr. Wolin received stock option grants with a similar vesting schedule at the time they were hired by us. The board of directors periodically grants additional options to the current named executive officers that typically vest ratably over a three-year period. On December 27, 2022, the named executive officers of the Company (“NEOs”) and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 2 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625.00 per share. In consideration for the cancellation of the Options, the Company agreed to pay $300 to each of the NEOs. of the restricted stock units granted on April 5, 2021 and March 28, 2022 were vested and exercised and added to the income of the NEOs, priced at the fair value on the date they vest.
Two-thirds
All stock options and RSUs issued to our current named executive officers vest and become exercisable upon a change in control.
Employment Arrangements with Our Named Executive Officers
Lisa A. Conte
In March 2014, we entered into an offer letter with Ms. Conte to serve as our Chief Executive Officer, effective March 1, 2014, in an capacity. Under this offer letter, Ms. Conte’s annual base salary is $400,000, she is eligible for an annual target bonus of 30% of her base salary. Effective June 15, 2015, our board of directors has reviewed the terms of Ms. Conte’s employment arrangement in connection with its annual compensation review and has adjusted Ms. Conte’s base salary to $440,000. Ms. Conte is entitled to participate in all employee benefit plans, including group health care plans and all fringe benefit plans. Effective May 1, 2018, the Compensation Committee adjusted Ms. Conte’s base salary to $500,000. Effective May 14, 2018, Ms. Conte was eligible for annual target bonus of 40% of her base salary. Effective April 1, 2021, the Compensation Committee adjusted Ms. Conte’s base salary to $535,700. Effective April 1, 2022, the Compensation Committee increased Ms. Conte’s annual base salary from $535,700 to $576,374. There were no salary increases for Ms. Conte during the fiscal year 2023. Effective October 1, 2024, the Compensation Committee increased Ms. Conte’s annual base salary from $576,374 to $600,005.
at-will
10
Pravin Chaturvedi, Ph.D.
In March 2022, we entered into an offer letter with Dr. Chaturvedi to serve as our Chief Scientific Officer, effective March 1, 2022, in an capacity. Under the offer letter, Dr. Chaturvedi’s annual base salary is $465,500, he is eligible for an annual target bonus of 30% of his base salary, and he is eligible to participate in the employee benefit plans we offer to our other employees. Prior to Dr. Chaturvedi’s full-time employment with the Company, he was a consultant to the Company and was paid a monthly fee of $22,167. There were no salary increases for Dr. Chaturvedi during the fiscal year 2023. Effective October 1, 2024, the Compensation Committee increased Dr. Chaturvedi’s annual base salary from $465,500 to $484,585.
at-will
Steven R. King, Ph.D.
In February 2014, we entered into an offer letter with Dr. King to serve as our Executive Vice President, Sustainable Supply, Ethnobotanical Research and Intellectual Property, effective March 1, 2014, in an will capacity. Under the offer letter, Dr. King’s annual base salary is $255,000, he is eligible for an annual target bonus of 30% of his base salary, and he is eligible to participate in the employee benefit plans we offer to our other employees. Effective June 15, 2015, our board of directors has reviewed the terms of Dr. King’s employment arrangement in connection with its annual compensation review, and has adjusted Dr. King’s base salary to $280,500. Dr. King is entitled to participate in all employee benefit plans, including group health care plans and all fringe benefit plans. Effective May 14, 2018, Dr. King was eligible for annual target bonus of 40% of his base salary. His annual base salary was increased to $290,317, $300,000 and $311,900 effective May 1, 2018, November 1, 2019, and April 1, 2021, respectively. Effective April 1, 2022, the Compensation Committee increased Dr. King’s annual base salary from $311,900 to $352,900. There were no salary increases for Dr. King during the fiscal year 2023. Effective October 1, 2024, the Compensation Committee increased Dr. King’s annual base salary from $352,900 to $367,369.
at-
Jonathan S. Wolin
In November 2018, we entered into an offer letter with Mr. Wolin to serve as our Chief Compliance Officer, effective November 28, 2018, in an at will capacity. Under the offer letter Mr. Wolin’s annual base salary is $260,000, he is eligible to receive an annual target bonus of 40% of his base salary, and he is eligible to participate in the employee benefit plans we offer to our other employees. On September 6, 2019, we entered into a promotion letter with Mr. Wolin, pursuant to which his base salary was increased to $280,800, effective September 1, 2019. His annual base salary was increased to $300,000, $309,000 and $344,800 effective November 1, 2019, April 1, 2020, and April 1, 2021, respectively. Effective April 1, 2022, the Compensation Committee increased Mr. Wolin’s annual base salary from $344,800 to $396,520. There were no salary increases for Mr. Wolin during the fiscal year 2023. Effective October 1, 2024, the Compensation Committee increased Mr. Wolin’s annual base salary from $396,520 to $412,777.
Severance Arrangements with our Executive Officers
In June 2020, the Company entered into certain agreements relating to the payment of severance and other benefits to certain executive officers of the Company (the “Severance Agreements”), including Ms. Conte, Dr. King, Ms. Lizak and Mr. Wolin. In March 2022, the Company entered into a severance agreement with Dr. Chaturvedi on terms that were substantially identical to the Severance Agreement. The Severance Agreements provide for compensation and benefits if the executive officer is subject to (a) a termination of employment by the Company without Cause (as defined in the Severance Agreements) (other than death or disability) or (b) a Good Reason Termination (as defined in the Severance Agreements), within three months following a change in control. The compensation and benefits payable to the executive officer pursuant to the Severance Agreements are as follows:
| • | Severance payment in an amount equal to twelve months of the executive officer’s base salary, which amount will be payable, in the Company’s discretion, as a lump sum or in equal installments over twelve months (the “Severance Period”), consistent with the Company’s normal payroll practices. |
| • | Payment of premiums for any Consolidated Omnibus Budget Reconciliation Act continuation coverage under the Company’s group health plan for twelve months following the termination of employment. |
| • | All unvested stock options and restricted stock units will accelerate and become fully vested as of the date of termination of employment and the executive officer will be entitled to exercise any of his or her vested stock options until the one-year |
Each of the executive officer’s rights to receive benefits under the Severance Agreements is contingent upon the executive officer’s execution of a release agreement.
11
Clawback Policy
The SEC adopted final rules in October 2022 to implement Section 954 of the Dodd-Frank Act, which mandates national securities exchanges and associations to establish listing standards requiring all listed companies to adopt and comply with compensation recovery (clawback) policies for incentive-based compensation received by current and former executive officers based on financial statements that are subsequently restated, and to disclose their clawback policies in accordance with SEC rules. On October 27, 2023, Nasdaq proposed its clawback listing standards that generally align with the SEC’s adopted clawback rules and require listed companies to file clawback-related disclosures in applicable SEC filings. In light of Nasdaq’s adoption of its clawback listing standards, we adopted our new Clawback Policy, which was filed as an exhibit to the Original Form that complies with the new SEC and Nasdaq listing standards, and provides that the Company shall recover certain incentive-based compensation of our current and former executive officers in the event the Company is required to issue restated consolidated financial statements with a qualifying accounting restatement.
10-K,
Outstanding Equity Awards at 2024 Fiscal Year End
The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2024:
Options Vesting Commencement |
Number of Securities Underlying Unexercised Options |
Option |
Stock Option expiration | |||||||||||||||||
Date |
Exercisable |
Unexercisable |
exercise price |
date | ||||||||||||||||
Lisa A. Conte |
9/22/2016 | — | — | — | (1) |
$ | — | 9/22/2026 | ||||||||||||
| 12/21/2017 | — | — | — | (2) |
$ | — | 12/21/2027 | |||||||||||||
| 3/12/2018 | — | — | — | (3) |
$ | — | 3/12/2028 | |||||||||||||
| 6/01/2018 | — | — | — | (4) |
$ | — | 6/01/2028 | |||||||||||||
| 7/24/2019 | 3 | — | — | (6) |
$ | 583,875.00 | 7/24/2029 | |||||||||||||
| 3/20/2020 | — | — | — | (8) |
$ | — | 3/20/2030 | |||||||||||||
| 4/05/2021 | 2 | — | — | (9) |
$ | 671,625.00 | 4/05/2031 | |||||||||||||
| 10/08/2024 | 293 | 4,987 | — | (10) |
$ | 32.25 | 4/08/2034 | |||||||||||||
Pravin Chaturvedi, Ph.D. |
7/24/2019 | — | — | — | (6) |
$ | — | 7/24/2020 | ||||||||||||
| 3/20/2020 | — | — | — | (8) |
$ | — | 3/20/2030 | |||||||||||||
| 4/5/2021 | — | — | — | (9) |
$ | — | 4/5/2031 | |||||||||||||
| 10/08/2024 | 87 | 1,488 | — | (10) |
$ | 87.00 | 4/08/2034 | |||||||||||||
Steven R. King, Ph.D. |
3/12/2018 | — | — | — | (3) |
$ | 132,300.00 | 3/12/2028 | ||||||||||||
| 6/01/2018 | — | — | — | (4) |
$ | 42,943.95 | 6/01/2028 | |||||||||||||
| 7/24/2019 | — | — | — | (6) |
$ | 583,875.00 | 7/24/2029 | |||||||||||||
| 3/20/2020 | — | — | — | (8) |
$ | — | 3/20/2030 | |||||||||||||
| 4/05/2021 | — | — | — | (9) |
$ | — | 4/05/2031 | |||||||||||||
| 10/08/2024 | 87 | 1,488 | — | (10) |
$ | 32.25 | 4/08/2034 | |||||||||||||
Jonathan Wolin |
11/28/2018 | — | — | — | (6) |
$ | — | 11/28/2028 | ||||||||||||
| 7/24/2019 | — | — | — | (6) |
$ | — | 7/24/2029 | |||||||||||||
| 9/5/2019 | — | — | — | (7) |
$ | — | 9/05/2029 | |||||||||||||
| 3/20/2020 | — | — | — | (8) |
$ | — | 3/20/2030 | |||||||||||||
| 4/5/2021 | — | — | — | (9) |
$ | — | 4/5/2031 | |||||||||||||
| 10/08/2024 | 87 | 1,488 | — | (10) |
$ | 32.25 | 4/08/2034 | |||||||||||||
(1) |
The options were granted on September 22, 2016 and vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on September 22, 2019, subject to continued service with us through each relevant vesting date. |
12
(2) |
The options were granted on December 21, 2017 and vest 100% on March 31, 2018 if the officer is an employee as of such date. |
(3) |
The options were granted on March 12, 2018 and vest 1/36th per month over thirty-six |
(4) |
The options were granted on June 1, 2018 and vest 1/36th per month over thirty-six |
(5) |
The options were granted November 28, 2018, 9/36ths of which vested nine months from date of hire, then 1/36th per month over the remaining twenty-seven months. The option will vest in full on November 29, 2021. |
(6) |
The options that were granted on July 24, 2019 vest 1/36th per month over thirty-six |
(7) |
The options that were granted on September 5, 2019 vest 1/36th per month over thirty-six |
(8) |
The options that were granted on March 20, 2020 vest 1/36th per month over thirty-six |
(9) |
The options that were granted on April 5, 2021 vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on April 5, 2024, subject to continued service with us through each relevant vesting date. On December 27, 2022, the executive officers and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 281 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $447.75 per share. In consideration for the cancellation of the Options, the Company agreed to pay $300 to each executive officer. |
(10) |
The options that were granted on October 8, 2024, vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on October 8, 2027, subject to continued service with us through each relevant vesting date). |
13
DIRECTOR COMPENSATION
2024 Director Compensation
The following table summarizes the total compensation earned in 2022, 2023, and 2024 for the Company’s management directors. Ms. Conte receives no additional compensation for her service as a director.
non-
Year |
Fees Earned or Paid in Cash ($) |
Option awards ($) (1) |
Stock awards ($) (2) |
Total ($) |
||||||||||||||||
James J. Bochnowski |
2024 | 100,000 | — | 32,577 | 140,980 | |||||||||||||||
| 2023 | 100,000 | — | 40,980 | 140,980 | ||||||||||||||||
| 2022 | 87,500 | — | 49,795 | 137,295 | ||||||||||||||||
John Micek III |
2024 | 65,000 | — | 30,244 | 101,677 | |||||||||||||||
| 2023 | 65,000 | — | 36,677 | 101,677 | ||||||||||||||||
| 2022 | 56,875 | — | 44,543 | 101,418 | ||||||||||||||||
Jonathan B. Siegel |
2024 | 67,500 | — | 30,244 | 104,177 | |||||||||||||||
| 2023 | 67,500 | — | 36,677 | 104,177 | ||||||||||||||||
| 2022 | 59,063 | — | 44,543 | 103,606 | ||||||||||||||||
Anula Jayasuriya |
2024 | 40,000 | 28,877 | — | 77,605 | |||||||||||||||
| 2023 | 40,000 | — | 37,605 | 77,605 | ||||||||||||||||
| 2022 | 20,000 | — | — | 20,000 | ||||||||||||||||
| (1) | Assumptions used in calculating the value of option awards are described in Note 11 to the Financial Statements in our Annual Report on Form 10-K y ear ended December 31, 2024 , incorporated herein by reference. The amounts reported for option awards are based on the aggregate grant date fair value computed in accordance with ASC topic 718. On June 3, 2019, the Company filed the Certificate of Fifth Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a1-for-70 1-for-3 1-for-75 1-for-60 1-for-25 |
The aggregate number of options held by each director officer as of December 31, 2024 was as follows: Mr. Bochnowski was granted an aggregate of 928 options (0.56 options granted in fiscal year 2019, 0.08 options granted in fiscal year 2020, 0.20 options granted in fiscal year 2021, none in fiscal years 2022 and 2023, and 928 options granted in fiscal year 2024). Mr. Micek III was granted an aggregate of 1,060 options (0.36 options granted in fiscal year 2019, 0.04 options granted in fiscal year 2020, and 0.20 options granted in fiscal year 2021, none in fiscal years 2022 and 2023, and 1,060 options granted in fiscal year 2024). Mr. Siegel was granted an aggregate of 1,060 options (0.56 options granted in fiscal year 2019, 0.12 options granted in fiscal year 2020, and 0.50 options granted in fiscal year 2021, none in fiscal years 2022 and 2023, and 1,060 options granted in fiscal year 2024); Dr. Jayasuriya had no options granted in 2022 and 840 options granted in fiscal year 2024.
non-management
| (2) | Assumptions used in calculating the value of stock awards which is mainly restricted stock units are described in Note 11 to the Financial Statements in our Annual Report on Form 10-K y ear ended December 31, 2024 , incorporated herein by reference. The amounts reported for stock awards are based on the aggregate grant date market value. The aggregate number of restricted stock units held by eachnon- |
14
PAY VERSUS PERFORMANCE
As required by Item 402(v) of Regulation we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the “compensation actually paid” to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.
S-K,
Pay Versus Performance Table
The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for fiscal years 2021, 2022, 2023, and 2024. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.
Year |
Summary Compensation Table Total for PEO ($) (1)(2) |
Compensation Actually Paid to PEO ($) (1)(3) |
Average Summary Compensation Table Total for Non- PEO Named Executive Officers ($) (1)(2) |
Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (1)(3) |
Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(4) |
Net Loss ($) (5)(6) (in thousands) |
||||||||||||||||||
2024 |
$ | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||
2023 |
$ | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||
2022 |
$ | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||
2021 |
$ | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||
| (1) | During fiscal years 2024, 2023, 2022 and 2021, the PEO was non-PEO non-PEO non-PEO |
| (2) | The dollar amounts reported are the amounts of total compensation reported for Ms. Conte and the average total compensation reported for non- |
| (3) | The following table sets forth the adjustments made to the SCT total for 2024, 2023, 2022, and 2021 in the pay versus performance table to arrive at “compensation actually paid” to our PEO and non-PEO S-K: |
Fiscal Year 2024 |
PEO |
Non-PEO NEOs |
||||||
SCT Total |
$ |
$ |
||||||
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT |
$ | $ | ||||||
Add: Fair value as of fiscal year-end |
$ | $ | ||||||
Add: Change in fair value as of fiscal year-end, year-end, |
$ | ( |
) | $ | ( |
) | ||
Add: Fair value as of vest date of awards granted and vested in the fiscal year |
$ | $ | ||||||
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, year-end |
$ | ( |
) | $ | ( |
) | ||
Less: Forfeitures during fiscal year equal to prior fiscal year-end |
$ | $ | ||||||
Total Adjustments |
$ |
( |
) |
$ |
( |
) | ||
Compensation Actually Paid * |
$ |
$ |
||||||
Fiscal Year 2023 |
PEO |
Non-PEO |
||||||
SCT Total |
$ |
$ |
||||||
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT |
$ | $ | ||||||
Add: Fair value as of fiscal year-end unvested as of the end of the fiscal year |
$ | $ | ||||||
Add: Change in fair value as of fiscal year-end, year-end, |
$ | ( |
) | $ | ( |
) | ||
Add: Fair value as of vest date of awards granted and vested in the fiscal year |
$ | $ | ||||||
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, year-end |
$ | ( |
) | $ | ( |
) | ||
Less: Forfeitures during fiscal year equal to prior fiscal year-end |
$ | $ | ||||||
Total Adjustments |
$ |
( |
) |
$ |
( |
) | ||
Compensation Actually Paid * |
$ |
$ |
||||||
Fiscal Year 2022 |
PEO |
Non-PEO |
||||||
SCT Total |
$ |
$ |
||||||
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT |
$ | $ | ||||||
Add: Fair value as of fiscal year-end unvested as of the end of the fiscal year |
$ | $ | ||||||
Add: Change in fair value as of fiscal year-end, year-end, |
$ | ( |
) | $ | ( |
) | ||
Add: Fair value as of vest date of awards granted and vested in the fiscal year |
$ | $ | ||||||
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, year-end |
$ | ( |
) | $ | ( |
) | ||
Less: Forfeitures during fiscal year equal to prior fiscal year-end |
$ | ( |
) | $ | ( |
) | ||
Total Adjustments |
$ |
( |
) |
$ |
( |
) | ||
Compensation Actually Paid * |
$ |
$ |
||||||
Fiscal Year 2021 |
PEO |
Non-PEO NEOs |
||||||
SCT Total |
$ |
$ |
||||||
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT |
$ | $ | ||||||
Add: Fair value as of fiscal year-end |
$ | $ | ||||||
Add: Change in fair value as of fiscal year-end, year-end, |
$ | ( |
) | $ | ( |
) | ||
Add: Fair value as of vest date of awards granted and vested in the fiscal year |
$ | $ | ||||||
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, year-end |
$ | $ | ||||||
Less: Forfeitures during fiscal year equal to prior fiscal year-end |
$ | $ | ||||||
Total Adjustments |
$ |
( |
) |
$ |
( |
) | ||
Compensation Actually Paid * |
$ |
$ |
||||||
| (4) | The amounts reported represent the measurement period value of an investment of $100 in our stock on December 31, 2020 (the last trading day before the 2021 fiscal year), and then valued again on each of December 31, 2021 (the last trading day of the 2021 fiscal year), December 30, 2022 (the last trading day of the 2022 fiscal year), December 29, 2023 (the last trading day of the 2023 fiscal year), and December 31, 2024 (the last trading day of the 2024 fiscal year), based on the closing price per share of the Company’s common stock as of such dates and assuming the reinvestment of dividends. |
| (5) | The amounts reported represent net income (loss) for the applicable fiscal year calculated in accordance with generally accepted accounting principles in the United States. |
| (6) | Net Loss: The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |
| * | The valuation assumptions for stock option awards included in Compensation Actually Paid are: (i) the expected life of each stock option, which is determined using the “simplified method” and which takes into account the average of the remaining vesting period and remaining term as of the vest or fiscal year end date; (ii) the exercise price and the asset price, which are based on the closing price of our Common Stock traded on the Nasdaq on the vest and fiscal year end date, respectively; (iii) the risk-free rate, which is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest or fiscal year end date; (iv) historical volatility, which is based on the daily price history for our Common stock for each expected life period prior to each vest or fiscal year end date; and (v) the annual dividend yield, which for Jaguar Health was zero as we do not pay dividends. |
17
Relationship Between CAP Amounts and Performance Measures
The following charts show graphically the relationships over the past three years of the CAP Amounts for the PEO and NEOs as compared to our (i) cumulative total shareholder return and (ii) net income (loss) .
non-PEO
While the Compensation Committee makes executive compensation decisions in consideration of a variety of factors, including corporate and individual performance, the decisions of the Compensation Committee and Board of Directors in 2021, 2022, 2023, and 2024 were made independently of these disclosure requirements.
18
19
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information regarding the beneficial ownership of shares of our Common Stock as of April 10, 2025 for:
| • | each person known to us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock; |
| • | each of our named executive officers; |
| • | each of our directors; and |
| • | all directors and named executive officers as a group. |
Information with respect to beneficial ownership has been furnished by each director, executive officer or beneficial owner of more than 5% of our Common Stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and investment power with respect to the securities. Except as otherwise provided by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock used to calculate the percentage ownership of each listed person includes the shares of Common Stock underlying options or warrants or convertible securities held by such persons that are currently exercisable or convertible or exercisable or convertible within 60 days of April 10, 2025, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Percentage of beneficial ownership is based on (i) 674,005 shares of shares voting Common Stock after the effects of the reverse stock split effected as of April 10, 2025, (ii) 1,291,882 shares from warrant shares and note conversion shares (including the note interest shares), and (iii) no shares of common stock, par value $0.0001 per share were outstanding as of April 10, 2025.
non-voting
20
Except as otherwise set forth below, the address of each beneficial owner listed in the table below is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, California 94104.
Voting Common Stock |
||||||||
Name and address of beneficial owner |
Number of Shares Beneficially Owned (1,2, & 3) |
Percentage of Shares Beneficially Owned |
||||||
5% Stockholders: |
||||||||
Streeterville Capital LLC. (4) |
101,311 | 13.2 | % | |||||
Named executive officers and directors: |
||||||||
Lisa A. Conte (5) |
19,443 | 2.8 | % | |||||
Pravin Chaturvedi, Ph.D. (6) |
7,673 | 1.1 | % | |||||
Steven R. King, Ph.D (7) |
7,657 | 1.1 | % | |||||
Jonathan S. Wolin (8) |
18,551 | 2.7 | % | |||||
James J. Bochnowski (9) |
54,460 | 7.5 | % | |||||
Jonathan B. Siegel (10) |
18,180 | 2.6 | % | |||||
John Micek III (11) |
18,180 | 2.6 | % | |||||
Anula Jayasuriya (12) |
46 | * | ||||||
All current executive officers and directors as a group (9 persons) (13) |
155,422 | 18.7 | % | |||||
| * | Less than 1% |
| (1) | Applicable percentages based on 674,005 shares of Common Stock outstanding as of April 10, 2025. Beneficial Ownership prior to this offering includes any share options either vested or which will vest within 60 days of the filing of this registration statement, and any common stock warrants exercisable within 60 days of the filing of this registration statement. |
| (2) | Consists of the conversion shares, common warrant shares and/or placement agent warrant shares (as the case may be). |
| (3) | Assumes full conversion of all notes (assuming no payment of the principal amounts or any accrued interest) and/or full exercise of all common warrants and/or placement agent warrants (as the case may be) and the resale or other disposition of all conversion shares, common warrant shares and/or placement agent warrant shares (as the case may be). |
| (4) | Includes (i) 10,300 shares of Common Stock held by Streeterville Capital, LLC (“Streeterville”), (ii) 45,844 shares of Common Stock issuable upon conversion of the Note held by Streeterville, convertible at a conversion price of $5.535 per share, and (iii) 45,167 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Streeterville, exercisable at an exercise price of $5.41 per share. The Note and Common Stock Warrant provide for limitations on conversion and exercise, respectively, such that the holder along with its affiliates may not beneficially own more than 9.99% of the shares of the Company’s Common Stock outstanding immediately after giving effect to such conversion and exercise, respectively. John M. Fife has voting and dispositive power over shares held by Streeterville. The address for Streeterville is 297 Auto Mall Drive #4, St. George, UT, 84770, USA. |
| (5) | Ms. Lisa Conte is the Chief Executive Officer and President of the Company and a member of the Company’s board of directors. Includes (i) 131 shares of Common Stock held by Ms. Conte, (ii) 1,177 shares of Common Stock issuable to Ms. Conte under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025, (iii) 9,135 shares of Common Stock issuable upon conversion of the Note held by Ms. Conte, convertible at a conversion price of $5.555 per share, and (iv) 9,000 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Ms. Conte, exercisable at an exercise price of $5.43 per share. The address for Ms. Conte is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104. |
| (6) | Mr. Pravin Chaturvedi is the Chief Scientific Officer and the Chair of Scientific Advisory Board of the Company. Includes (i) 69 shares of Common Stock held by Mr. Chaturvedi, (ii) 350 shares of Common Stock issuable to Mr. Chaturvedi under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025, (iii) 3,654 shares of Common Stock issuable upon conversion of the Note held by Mr. Chaturvedi, convertible at a conversion price of $5.555 per share, and (iv) 3,600 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Mr. Chaturvedi, exercisable at an exercise price of $5.43 per share. The address for Mr. Chaturvedi is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104. |
| (7) | Mr. Steven R. King is the Chief Sustainable Supply, Ethnobotanical Research, IP Officer and Secretary of the Company. Includes (i) 53 shares of Common Stock held by Mr. King, (ii) 350 shares of Common Stock issuable to Mr. King under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025, (iii) 3,654 shares of Common Stock issuable upon conversion of the Note held by Mr. King, convertible at a conversion price of $5.555 per share, and (iv) 3,600 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Mr. King, exercisable at an exercise price of $5.43 per share. The address for Mr. King is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104. |
| (8) | Mr. Jonathan S. Wolin is the Chief of Staff, Chief Compliance Officer, and General Counsel of the Company. Includes (i) 66 shares of Common Stock held by Mr. Wolin, (ii) 350 shares of Common Stock issuable to Mr. Wolin under stock options that are exercisable or will become exercisable |
| in the 60 days subsequent to April 10, 2025, (iii) 9,135 shares of Common Stock issuable upon conversion of the Note held by Mr. Wolin, convertible at a conversion price of $5.555 per share, and (iv) 9,000 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Mr. Wolin, exercisable at an exercise price of $5.43 per share. The address for Mr. Wolin is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104. |
| (9) | Mr. James J. Bochnowski is a member of the Company’s board of directors. These securities are held by Bochnowski Family Trust (“Bochnowski Family Trust”) where Mr. Bochnowski is a co-trustee |
| (10) | Mr. Jonathan B. Siegel is a member of the Company’s board of directors. These securities are held by JBS Healthcare Ventures LLC (“JBS”) where Mr. Siegel is the sole member. Includes (i) 45 shares of Common Stock held by JBS, (ii) 9,135 shares of Common Stock issuable upon conversion of the Note held by JBS, convertible at a conversion price of $5.555 per share, and (iii) 9,000 shares of Common Stock issuable upon exercise a Common Stock Warrant held by JBS, exercisable at an exercise price of $5.43 per share. The address for Mr. Siegel is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104. |
| (11) | Mr. John Micek III is a member of the Company’s board of directors. Includes (i) 45 shares of Common Stock held by Mr. Micek, (ii) 9,135 shares of Common Stock issuable upon conversion of the Note held by Mr. Micek, convertible at a conversion price of $5.555 per share, and (iii) 9,000 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Mr. Micek, exercisable at an exercise price of $5.43 per share. The address for Mr. Micek is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104. |
| (12) | Represents (i) 46 shares of Common Stock and (ii) there are no shares of Common Stock issuable to Dr. Jayasuriya under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025. |
| (13) | See footnotes (5 - 13). The group also includes Carol Lizak. Ms. Carol Lizak is the Chief Financial Officer of the Company. Includes (i) 47 shares of Common Stock held by Ms. Lizak, (ii) 304 shares of Common Stock issuable to Ms. Lizak under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025, (iii) 5,481 shares of Common Stock issuable upon conversion of the Note held by Ms. Lizak, convertible at a conversion price of $5.555 per share, and (iv) 5,400 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Ms. Lizak, exercisable at an exercise price of $5.43 per share. The address for Ms. Lizak is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104. |
22
Equity Compensation Plan Information
The following table provides information as of December 31, 2024 regarding shares of common stock that may be issued under the Company’s equity compensation plans consisting of our 2014 Plan and our 2020 New Employee Inducement Award (the “2020 Inducement Award Plan”) after adjustment due to the Reverse Stock Split effective in March 2025.
Equity Compensation Plan Information |
||||||||||||
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted Average exercise price of Outstanding options, warrants and rights($) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a)) |
|||||||||
(a) |
(b) |
(c) |
||||||||||
Equity compensation plans approved by security holders (1): |
30,469 | $ | 11.90 | 149 | (2) | |||||||
Equity compensation plans not approved by security holders (3): |
0 | $ | 0 | 17,546 | (2) | |||||||
Total |
30,469 | $ | 11.90 | 17,695 | ||||||||
| (1) | Consists of the 2014 Plan. |
| (2) | As of December 31, 2024, there were 17,546 shares available for grant under the 2014 Plan and 149 shares available for grants under the 2020 Inducement Award Plan. |
| (3) | Consists of the 2020 Inducement Award Plan. For more information on the 2020 Inducement Award Plan, see Note 11 to the financial statements in our Annual Report on Form 10-K |
The following table provides information as of December 31, 2023 regarding shares of common stock that may be issued under the Company’s equity compensation plans consisting of our 2014 Plan and our 2020 New Employee Inducement Award (the “2020 Inducement Award Plan”).
Equity Compensation Plan Information |
||||||||||||
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted Average exercise price of Outstanding options, warrants and rights($) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a)) |
|||||||||
(a) |
(b) |
(c) |
||||||||||
Equity compensation plans approved by security holders (1): |
26,264 | $ | 609.99 | 141,353 | (2) | |||||||
Equity compensation plans not approved by security holders (3): |
1,512 | $ | 346.17 | 484,829 | (2) | |||||||
Total |
27,776 | $ | 595.63 | 626,182 | ||||||||
| (1) | Consists of the 2014 Plan. |
| (2) | As of December 31, 2023, there were 141,353 shares available for grant under the 2014 Plan and 484,829 shares available for grants under the 2020 Inducement Award Plan. |
| (3) | Consists of the 2020 Inducement Award Plan. For more information on the 2020 Inducement Award Plan, see Note 11 to the financial statements in our Annual Report on Form 10-K |
The following table provides information as of December 31, 2022 regarding shares of common stock that may be issued under the Company’s equity compensation plans consisting of our 2014 Plan and our 2020 New Employee Inducement Award (the “2020 Inducement Award Plan”).
23
Equity Compensation Plan Information |
||||||||||||
Plan category |
Number of securities to be issued upon exercise of outstanding stock awards (restricted stock units) |
Weighted Average exercise price of outstanding stock awards (restricted stock units) ($) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a)) |
|||||||||
(a) |
(b) |
(c) |
||||||||||
Equity compensation plans approved by security holders (1): |
26,533 | $ | 607.22 | 6,284 | (2) | |||||||
Equity compensation plans not approved by security holders (3): |
1,546 | $ | 344.10 | 5,108 | (2) | |||||||
Total |
28,079 | $ | 592.73 | 11,392 | ||||||||
| (1) | Consists of the 2014 Plan. |
| (2) | As of December 31, 2022, there were 6,284 shares available for grant under the 2014 Plan and 5,108 shares available for grants under the 2020 Inducement Award Plan. |
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| (3) | Consists of the 2020 Inducement Award Plan. For more information on the 2020 Inducement Award Plan, see Note 11 to the financial statements in our Annual Report on Form 10-K |
The following table provides information as of December 31, 2021 regarding shares of common stock that may be issued under the Company’s equity compensation plans consisting of our 2014 Plan and our 2020 New Employee Inducement Award (the “2020 Inducement Award Plan”).
Equity Compensation Plan Information |
||||||||||||
Plan category |
Number of securities to be issued Upon exercise of outstanding Stock awards (restricted stock units) |
Weighted Average exercise price of outstanding stock awards (restricted stock units) ($) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a)) |
|||||||||
(a) |
(b) |
(c) |
||||||||||
Equity compensation plans approved by security holders (1): |
43,024 | $ | 71.70 | — | (2) | |||||||
Equity compensation plans not approved by security holders (3): |
1,841 | $ | 32.55 | — | (2) | |||||||
Total |
44,865 | $ | 70.09 | — | (2) | |||||||
| (1) | Consists of the 2014 Plan. |
| (2) | As of December 31, 2021, there were no shares available for grant under the 2014 Plan and under the 2020 Inducement Award Plan. |
| (3) | Consists of the 2020 Inducement Award Plan. For more information on the 2020 Inducement Award Plan, see Note 11 to the financial statements in our Annual Report on Form 10-K |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Related Person Transactions
The following includes a summary of transactions since January 1, 2024, to which we have been a party in which the amount involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent (1%) of the average of our total assets at for the prior two fiscal years, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. Compensation arrangements for our directors and executive officers are described in our annual proxy statement on Schedule 14A.
year-end
On January 29, 2024, the Company entered into an exchange agreement with Iliad pursuant to which the Company issued an aggregate of 5,333 shares of the Company’s common stock to Iliad in exchange for $836,000 reduction in the outstanding balance of the October 2020 Royalty Interest. Additionally, the Company entered into an exchange agreement with Streeterville, which the Company issued an aggregate of 1,058 shares of the Company’s common stock in exchange for $165,000 reduction in the outstanding balance of the August 2022 Royalty Interest.
On February 27, 2024, pursuant to the PIPE Purchase Agreement, 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”). Pursuant to the PIPE Warrant Exchange Agreements, the Company agreed to exchange the PIPE Warrants for shares of common stock at an exchange ratio of (“PIPE Warrant Exchange Transaction”). Upon completion of the PIPE Warrant Exchange Transaction, the Company exchanged the PIPE Warrants to purchase up to 5,023 shares of Common Stock for 12,558 shares of Common Stock (the “PIPE Exchange Shares”), and the PIPE Warrants were terminated. The PIPE Exchange Shares would be subject to a twelve-month and any other equity security of the Company other than the PIPE Exchange Shares owned by the PIPE investors as of the date of the PIPE Warrant Exchange Agreement would be subject to a
1-for-2.5
lock-up,
six-month
lock-up.
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 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 Purchase Agreement by Streeterville (the “Streeterville Exchange Transaction”). Upon completion of the Streeterville Exchange Transaction, all outstanding balance of the March 2021 Purchase Agreement was fully paid and the March 2021 Purchase Agreement was terminated.
On March 5, 2024, the Company issued 6,666 shares of the Company’s common stock to Streeterville in exchange for the surrender and cancellation of 40 shares of Series J Perpetual Preferred Stock. Subsequently, on March 19, 2024, the Company issued 5,556 shares of the Company’s common stock in exchange for the surrender and cancellation of another 40 shares of Series J Perpetual Preferred Stock.
On June 7, 2024, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $1,500,000
25
from the outstanding balance of the royalty interest dated October 8, 2020. This reduced the outstanding balance of the original royalty interest. The partitioned royalty was exchanged for 262 shares of the Company’s common stock.
On July 15, 2024, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of 18,200 shares of the Company’s common stock to Iliad in exchange for a $1.9 million reduction in the outstanding balance of the original royalty interest. The effect of the exchange was accounted for as a debt modification.
On July 18, 2024, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of 8,000 shares of the Company’s common stock to Iliad in exchange for $819,000 reduction in the outstanding balance of the original royalty interest. The effect of the exchange was accounted for as a debt modification.
On January 28, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 51,600 shares of common stock to Streeterville in exchange for a $1,094,952 reduction in the outstanding balance of the royalty interest held by such holder.
On January 29, 2025, the Company and Napo entered into an amendment with Streeterville to the secured promissory note in the original principal amount of $6,220,812.50 issued by the Company and Napo to Streeterville on January 19, 2021 pursuant to that certain Note Purchase Agreement among the same parties dated as of the even date. Pursuant to the amendment, the maturity date of the note is extended to July 20, 2025.
On February 13, 2025, the Company and Napo entered into an amendment with Streeterville to the secured promissory note in the original principal amount of $6,220,812.50 issued by the Company and Napo to Streeterville on January 19, 2021 pursuant to that certain Note Purchase Agreement among the same parties dated as of the even date. Pursuant to the amendment, the maturity date of the note is further extended to January 20, 2026.
On February 14, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 14,000 shares of common stock to Streeterville in exchange for a $291,375 reduction in the outstanding balance of the Streeterville’s royalty interest.
Securities Purchase Agreement; Private Placement
On March 26, 2025, the Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with selected accredited investors (each, an “Investor”), pursuant to which the Company will issue approximately $3.4 million aggregate principal amount of convertible promissory notes (collectively, the “Notes”) in a private placement (the “Private Placement”). The Notes bear interest at a rate 6% per annum with maturity of three months after issuance and are subject to restrictive covenants. The Notes are immediately convertible, at each holder’s option, into an aggregate of 622,598 shares (the “Conversion Shares”) of the Company’s voting common stock at a conversion price of $5.535 per share for Investors who are not an officer, director, employee or consultant (collectively, an “Insider”) of the Company and $5.555 per share for the Investors that are not Insiders. As an inducement to enter into the Securities Purchase Agreement, the Investors will receive warrants to purchase up to an aggregate of 622,598 shares of common stock (the “Warrant Shares”) with an initial exercise price equal to $5.41 per share for Investors who are not Insiders, and $5.43 per share for Investors who are Insiders. The warrants will be exercisable immediately upon issuance and will expire on the earlier of (i) five years from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event. Participating Insiders will purchase $535,000 aggregate principal amount of the Notes which will be convertible into up to 96,309 Conversion Shares, and will receive warrants to purchase up to 96,309 Warrant Shares, subject to customary representations, warranties, covenants and obligations. In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement with the Investors, pursuant to which the Company agreed to register the Conversion Shares and Warrant Shares.
Transaction with Lisa Conte
Lisa Conte, the Chief Executive Officer and President of the Company, invested approximately $50,000 in the Private Placement.
Transaction with Pravin Chaturvedi
Pravin Chaturvedi, the Chief Scientific Officer and the Chair of Scientific Advisory Board of the Company, invested approximately $20,000 in the Private Placement.
Transaction with Steven R. King
Steven R. King, the Chief Sustainable Supply, Ethnobotanical Research, IP Officer and Secretary of the Company, invested approximately $20,000 in the Private Placement.
Transaction with Jonathan S. Wolin
Jonathan S. Wolin, the Chief of Staff, Chief Compliance Officer, and General Counsel of the Company, invested approximately $50,000 in the Private Placement.
Transaction with Carol Lizak
Carol Lizak, the Chief Financial Officer of the Company, invested approximately $30,000 in the Private Placement.
Transaction with James J. Bochnowski
James J. Bochnowski, a member of the Company’s board of directors, invested approximately $150,000 in the Private Placement. These
26
securities are held by Bochnowski Family Trust where Mr. Bochnowski is a and beneficiary of such trust and shares voting and investment control over such shares with his spouse.
co-trustee
Transaction with Jonathan B. Siegel
Jonathan B. Siegel, a member of the Company’s board of directors, invested approximately $50,000 in the Private Placement.
Transaction with John Micek III
John Micek III, a member of the Company’s board of directors, invested approximately $50,000 in the Private Placement.
Transaction with Niccolo Caderni
Niccolo Caderni, a member of the board of directors of Napo Therapeutics S.p.A., a subsidiary of the Company incorporated in Italy, invested approximately $20,000 in the Private Placement.
Transaction with Mark Johnson
Mark Johnson, an employee of the Company, invested approximately $25,000 in the Private Placement.
Transaction with David F. Sesin
David F. Sesin, the Chief Manufacturing Officer of the Company, invested approximately $50,000 in the Private Placement.
Transaction with Ian Wendt
Ian Wendt, the Chief Commercial Officer of the Company, invested approximately $20,000 in the Private Placement.
Transaction with Streeterville
Streeterville, a beneficial owner of more than 5% of the Company’s capital stock, invested approximately $250,000 in the Private Placement.
27
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and officers. These agreements, among other things, require us or will require us to indemnify each director to the fullest extent permitted by Delaware law, including indemnification of expenses such as expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted incurred by the director or officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or officer.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has ever been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee or other board committee performing equivalent functions of any entity that has one or more of its executive officers serving on our board of directors or Compensation Committee.
Item 14. Principal Accounting Fees and Services
Fees Paid to the Independent Registered Public Accounting Firm
Current Principal Accountant Fees and Services
RBSM LLP (“RBSM”) served as our independent registered public accounting firm for the fiscal years ended December 31, 2022, 2023, and 2024 and has served as our independent registered public accounting firm since November 22, 2021. The following table represents the aggregate fees billed to us by RBSM in 2022, 2023, and 2024 for audit and other services rendered.
Years ended December 31, 2024 |
Years ended December 31, 2023 |
Years ended December 31, 2022 |
||||||||||
Audit Fees |
$ | 465,500 | $ | 380,000 | $ | 250,000 | ||||||
Audit Related Fees |
93,000 | 45,000 | 15,000 | |||||||||
Tax Fees |
— | — | — | |||||||||
All Other Fees |
— | — | — | |||||||||
Total |
$ | 558,500 | $ | 425,000 | $ | 265,000 | ||||||
Policy on Audit Committee Preapproval of Audit and Permissible Services of the Independent Registered Public Accounting Firm
Non-Audit
As specified in the Audit Committee charter, the Audit Committee all audit and services provided by the independent registered public accounting firm prior to the receipt of such services.
pre-approves
non-audit
28
Thus, the Audit Committee approved 100% of the services set forth in the above table prior to the receipt of such services and no services were provided under the permitted de minimis threshold provisions.
The Audit Committee determined that the provision of such services was compatible with the maintenance of the independence of RBSM and MHM.
PART IV
Item 15. Exhibits, Financial Statement Schedules
Financial Statements and Schedules
Our consolidated financial statements and notes thereto, and schedules, required to be filed in our Annual Report on Form are included in the Original Form Filing.
10-K
10-K
Exhibit Number |
Description | |
| 31.1* | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101. | |
| * | Filed herewith. |
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 15, 2025
| JAGUAR HEALTH, INC. | ||
| By: | /s/ Lisa A. Conte | |
| Lisa A. Conte | ||
Chief Executive Officer & President | ||
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