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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on
September 30, 2022. The proxy materials are available at https://jaguarhealth.gcs-web.com/financial-information/annual-reports |
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Name and address of beneficial owner
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Number of
Shares Beneficially Owned |
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Percentage
of Shares Beneficially Owned |
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5% Stockholders: | | | | | | | | | | | | | |
Streeterville Capital LLC(1)
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| | | | 11,500,000 | | | | | | 9.59% | | |
Josh Mailman(2)
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| | | | 8,614,138 | | | | | | 7.19% | | |
Named executive officers and directors: | | | | | | | | | | | | | |
Lisa A. Conte(3)
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| | | | 571,645 | | | | | | * | | |
Steven R. King, Ph.D.(4)
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| | | | 178,779 | | | | | | * | | |
Jonathan S. Wolin(5)
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| | | | 138,131 | | | | | | * | | |
Ian Wendt(6)
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| | | | 77,175 | | | | | | * | | |
James J. Bochnowski(7)
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| | | | 364,347 | | | | | | * | | |
Jonathan B. Siegel(8)
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| | | | 125,568 | | | | | | * | | |
John Micek III(9)
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| | | | 73,305 | | | | | | * | | |
Anula Jayasuriya(10)
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| | | | — | | | | | | * | | |
All current executive officers and directors as a group (8 persons)(11)
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| | | | 1,528,950 | | | | | | 1.28% | | |
SERIES E PREFERRED STOCK
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Name of Beneficial Owner
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Number of
Shares of Series E Preferred Stock |
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Percentage
Ownership |
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SynWorld Technologies Corporation(a)
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| | | | Ten | | | | | | 100% | | |
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Scenario A
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Scenario B
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Scenario C
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Hypothetical Price per Share(1)
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| | | $ | 0.23 | | | | | $ | 0.29 | | | | | $ | 0.35 | | |
Hypothetical Aggregate Outstanding Amount of Total Purchase
Price(2) |
| | | $ | 10,000,000 | | | | | $ | 10,000,000 | | | | | $ | 10,000,000 | | |
Total Number of Shares Issuable
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| | | | 50,683,870 | | | | | | 49,047,088 | | | | | | 42,857,142 | | |
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Issuance Date:
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| | August 24, 2022 | |
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Royalty Repayment Amount as of August 24, 2022:
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| | $12 million | |
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Interest Rate:
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| | 5% per annum from the Purchase Price Date until the one-year anniversary of the Purchase Price Date and 10% per annum thereafter until the Royalty Repayment Amount is paid in full, simple interest computed on the basis of a 360-day year comprised of 12 30-day months | |
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Royalty Payment Start Date:
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| | January 1, 2024 | |
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Monthly Minimum Royalty Payment Amount:
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| | The greater of (A) $250,000 (which increases to $400,000 beginning July 1, 2024, $600,000 beginning January 1, 2025, and $750,000 beginning July 1, 2025) and (B) the royalty payments to which the Royalty Investor is entitled, consisting of (1) 10% of the Company’s net sales of crofelemer for any indications that could cannibalize crofelemer indications or any other chronic indication (including any improvements, modifications and follow-on products, collectively, the “Included Products”), (2) 10% of worldwide revenues related to upfront licensing fees and | |
| | | | milestone payments from licensees and/or distributors and (3) 50% of royalties collected from licenses of the Included Products to third parties. | |
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Scenario A
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Scenario B
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Scenario C
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Hypothetical Exchange Price
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| | | $ | 0.23 | | | | | $ | 0.29 | | | | | $ | 0.35 | | |
Hypothetical Aggregate Outstanding Amount of Royalty Interest
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| | | $ | 12,000,000 | | | | | $ | 12,000,000 | | | | | $ | 12,000,000 | | |
Total Number of Shares Issued Upon Full Exchange of Royalty Interest
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| | | | 52,173,913 | | | | | | 41,379,310 | | | | | | 34,285,714 | | |