Jaguar Health(JAGX) - 2025 Q1 - Quarterly Results

Series L Preferred Stock Structure - The Series L Preferred Stock consists of 200 shares with a par value of $0.0001 per share[27]. - The Stated Value of the Series L Preferred Stock is set at $25,000[22]. - The Corporation has the authority to issue a total of 4,464,011 shares of preferred stock[2]. - The Series L Preferred Stock can be issued for cash or exchange of other securities[2]. - The Series L Preferred Stock will initially be issued in book-entry form[27]. Voting Rights and Preferences - Each share of Series L Preferred Stock will have voting rights on an as-converted basis, with the voting power determined by the Stated Value divided by the Minimum Price[29]. - The maximum percentage of voting rights for any Holder is capped at 9.99% of the Corporation's outstanding shares of Common Stock[30]. - The Corporation is authorized to fix the rights and preferences of the Series L Preferred Stock[2]. Dividends and Returns - Holders of Series L Preferred Stock will not be entitled to receive any dividends[28]. - Series L Preferred Stock accrues a Preferred Return of 0% for the first 2 years, 10% for years 3 and 4, and 15% thereafter[38]. - The Preferred Return is payable quarterly within five trading days after each calendar quarter[40]. Liquidation and Redemption - The Liquidation Amount for Series L Preferred Stock includes the Stated Value plus any accrued but unpaid Preferred Return[32]. - The Corporation may redeem Series L Preferred Stock at the Liquidation Amount, payable in Common Stock based on the Redemption Ratio[45]. - In a Deemed Liquidation Event, the Corporation cannot proceed unless the Merger Agreement allocates consideration to Series L Preferred Stock as specified[34]. - If an Event of Default occurs, the Required Holders can force the Corporation to redeem all Series L Preferred Stock at a price equal to the Stated Value plus any accrued and unpaid Preferred Return[65]. - The Redemption Price will be paid in Common Stock, calculated based on the Floor Price[66]. - The Corporation will allocate 15% of all Licensing Fees to redeem Series L Preferred Stock in Common Stock[61]. - Any shares of Series L Preferred Stock that are exchanged or redeemed will be automatically cancelled and will not be reissued[77]. Corporate Governance and Compliance - The issuance of Series L Preferred Stock is subject to Stockholder Approval as required by Nasdaq rules[23]. - The Corporation will not issue or sell Equity Securities resulting in net proceeds exceeding $15 million without prior consent from Required Holders[51]. - The Corporation cannot increase authorized shares of Common Stock or Preferred Stock without Required Holders' consent[52]. - The Corporation will not consummate a Fundamental Transaction without prior consent from Required Holders[60]. - The Corporation must ensure that its Common Stock remains listed on major exchanges until a Fundamental Transaction occurs[50]. - The Corporation may declare an "Event of Default" if it fails to comply with any covenant or obligation, with a cure period of 30 days after notice[64]. - Holders have the right to seek injunctive relief to prevent the Corporation from issuing Common or Preferred Stock unless Series L Preferred Stock is redeemed in full[67]. - The Corporation must reimburse Holders for reasonable expenses incurred in enforcing their rights, including attorneys' fees[69]. - Amendments to the terms of Series L Preferred Stock require the consent of at least a majority of the outstanding shares[78]. Notices and Legal Proceedings - Notices must be delivered in writing and are effective upon transmission or receipt as specified[70]. - The governing law for this Certificate is the State of Delaware, and all legal proceedings must be commenced in Delaware Courts[71].