3//SEC Filing
Sagard Capital Partners Management Corp 3
Accession 0001104659-18-021864
CIK 0001585608other
Filed
Apr 1, 8:00 PM ET
Accepted
Apr 2, 5:23 PM ET
Size
13.0 KB
Accession
0001104659-18-021864
Insider Transaction Report
Form 3
Sagard Capital Partners GP, Inc.
10% Owner
Holdings
- (indirect: See footnote)
Series A Convertible Participating Preferred Stock
Exercise: $0.18→ Voting Common Stock (49,724,330 underlying)
Sagard Capital Partners, L.P.
10% Owner
Holdings
- (indirect: See footnote)
Series A Convertible Participating Preferred Stock
Exercise: $0.18→ Voting Common Stock (49,724,330 underlying)
Holdings
- (indirect: See footnote)
Series A Convertible Participating Preferred Stock
Exercise: $0.18→ Voting Common Stock (49,724,330 underlying)
Footnotes (6)
- [F1]Pursuant to the Series A Preferred Stock Purchase Agreement dated March 23, 2018, between Sagard and JAGX, Sagard purchased 5,524,926 shares ("Purchased Shares") of JAGX's Series A Convertible Participating Preferred Stock, $0.0001 par value per share (the "Preferred Stock"), for an aggregate purchase price of $9,199,001.
- [F2]The shares of Preferred Stock will be mandatorily converted into shares of JAGX's Voting Common Stock upon the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the then outstanding shares of Preferred Stock. Additionally, at any time after the first anniversary of the issuance of the Preferred Stock, so long as certain call conditions specified in JAGX's Certificate of Designation filed March 22, 2018 (the "Certificate") have been satisfied, JAGX shall have the right to offer to redeem shares of Preferred Stock at a share price equal to two times the original share issue price of the Purchased Shares. If a holder of Preferred Stock fails to accept JAGX's offer to redeem such holder's shares of Preferred Stock, such holder's shares of Preferred Stock shall automatically be converted into shares of JAGX's Voting Common Stock.
- [F3]If certain revenue, Voting Common Stock price, and registration conditions are not satisfied, then the holders of at least a majority of the shares of Preferred Stock then outstanding may require JAGX to redeem such holders' shares of Preferred Stock then outstanding at a per share purchase price equal to $2.3057 ("Mandatory Redemption"). The Mandatory Redemption right terminates upon the certain revenue and Voting Common Stock price conditions mentioned in the previous sentence being satisfied by, at the latest, June 30, 2021.
- [F4]The holders of Preferred Stock also have the right to require JAGX to repurchase their shares of then outstanding Preferred Stock at a price to be calculated pursuant to the terms of the Certificate upon the occurrence of an acquisition by a person or group of (i) more than 50% of the voting and/or economic interest of JAGX's capital stock, (ii) the power (whether or not exercised) to elect a majority of the members of the JAGX board of directors (or similar governing body) or (iii) the occurrence of any "change of control" or similar event under any agreements relating to any indebtedness of JAGX or its subsidiaries, or a merger or sale of substantially all of JAGX's assets.
- [F5]Each share of Preferred Stock is initially convertible into nine shares of Voting Common Stock at an effective conversion price of $0.185 per share (based on an original price per share of Preferred Stock of $1.665). The conversion of the Preferred Stock is limited in quantity in order to comply with Nasdaq Rule 5635(b) (until such time as JAGX obtains shareholder approval, pursuant to 5635(b)). The conversion price is subject to certain adjustments in the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization.
- [F6]Sagard is the direct beneficial owner of the shares of Preferred Stock reported herein. GP and Sagard Management are indirect beneficial owners of such shares of Preferred Stock. Each of Power Corporation of Canada, Sagard Holdings ULC and the Trust and the trustees of the Trust disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein, if any.
Documents
Issuer
Jaguar Health, Inc.
CIK 0001585608
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001423386
Filing Metadata
- Form type
- 3
- Filed
- Apr 1, 8:00 PM ET
- Accepted
- Apr 2, 5:23 PM ET
- Size
- 13.0 KB