Item 7.01. Other Events.
On May 24, 2019, Jaguar Health, Inc. (the Company) issued a press release to announce the results of the 2019 annual meeting of the stockholders of the Company.
A copy of the press release is furnished as Exhibit 99.1 to this report.
The information contained in this Item 7.01 and Exhibit 99.1 is being furnished, and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to liability under Section 18 of the Exchange Act. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Companys filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01.
Other Events.
As previously reported in a Form 8-K filed on May 17, 2019, the Company received written notice from the Staff of the Listing Qualifications Department (the Staff) of The Nasdaq Stock Market LLC (Nasdaq) indicating that, based upon the Companys continued non-compliance with the minimum $1.00 bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the Rule), as of May 8, 2019, and notwithstanding the Companys compliance with the quantitative criteria necessary to obtain a second 180-day period within which to evidence compliance with the Rule, as set forth in Nasdaq Listing Rule 5810(c)(3)(A), the Staff had determined to delist the Companys securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the Panel).
The Company requested and was granted a hearing before the Panel, which hearing is scheduled for July 11, 2019. At such hearing, the Company intends to request an extension within which to evidence compliance with all applicable requirements for continued listing on Nasdaq, including compliance with the Rule. Any suspension or delisting action by the Staff will be stayed pending the ultimate outcome of the hearing. The Company intends to take definitive steps in an effort to evidence compliance with the Rule; however, there can be no assurance that the Panel will grant the Companys request for continued listing or that the Company will be able to evidence compliance with the Rule within any extension period that may be granted by the Panel.
Except for the factual statements made herein, information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as will, believes, intends, expects, plans, and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will meet the bid price requirement during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.
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