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Item 9A. Controls and Procedures

2023-03-24 compared with 2022-03-11 · 72 added, 16 removed, 338 unchanged (21% of the section changed)

6 unchanged sentences

Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected and corrected on a timely basis.

As previously reported in our annual report on Form 10-K for the year ended December 31, 2020, management concluded that, as of such date, our disclosure controls and procedures were not effective due to the existence of a material weakness in the design and operating effectiveness of internal controls related to staff turnover in our accounting department and inadequate internal technical staffing levels.

In connection with our preparation of our annual financial statements for the year ended December 31, 2019, we identified a material weakness in our internal control over financial reporting related to staff turnover in our accounting department.

We did not maintain a sufficient complement of internal personnel with appropriate knowledge, experience and/or training commensurate with our financial reporting requirements.

We relied on outside consulting technical experts and did not maintain adequate internal qualified personnel to properly supervise and review the information provided by the outside consulting technical experts to ensure certain significant complex transactions and technical matters were properly accounted for.

In addition, we identified inadequate internal technical staffing levels and expertise to properly supervise and review the information of the outside consulting technical experts to properly apply ASC 815-40 for liability classification of certain warrants and ASC 470-50 and ASC 470-60 to properly reflect the accounting impact to multiple modifications of the Company’s debt instruments.

In connection with the preparation of our annual financial statements for the year ended December 31, 2020, we did not have adequate policies and procedures in place to ensure the timely, effective review of assumptions used in measuring the fair value of certain financial instruments.

In addition, we did not have adequate policies and procedures in place to ensure the timely, effective review of compliance with contractual covenants in certain financial instruments.

As discussed below in Remediation Efforts to Address Material Weaknesses , we believe these material weaknesses have been remediated as of December 31, 2021.

Remediation Efforts to Address Material Weaknesses

To remediate the material weaknesses described above, management added controls to further enhance and revise the design of the existing controls including:

● Established policies and procedures to ensure timely review, by qualified personnel, of assumptions used in measuring fair value of certain financial instruments.

● Reassessed the design and operation of internal controls over financial reporting and review procedures over the preparation of our financial statements.

● Hired permanent accounting personnel and used consultants to provide support during our quarterly and annual preparation, review, and reporting of our financial statements.

● Maintained adequate internal qualified personnel to properly supervise and review the information provided by the outside consulting technical experts to ensure certain significant complex transactions and technical matters were properly accounted for.

Internal Control Over Financial Reporting

43 unchanged sentences

filed September 3, 2021, File No.

First Amendment to the Amended and Restated Bylaws, dated March 17, 2022.

(incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc.

filed March 18, 2022, File No.

Certificate of Designation of Series E Preferred Stock.

(incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc.

filed August 23, 2022, File No.

Certificate of Sixth Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc.

(incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc.

filed September 30, 2022, File No.

Certificate of Designation of Series F Preferred Stock.

(incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc.

filed November 16, 2022, File No.

Certificate of Seventh Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc.

(incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc.

filed January 23, 2023, File No.

Specimen Non-Voting Common Stock Certificate of Jaguar Health, Inc.

56 unchanged sentences

filed April 8, 2021, File No.

Global Amendment, dated April 14, 2022, by and between Jaguar Health, Inc.

and Iliad Research and Trading, L.P.

(incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc.

filed April 15, 2022, File No.

Global Amendment, dated April 14, 2022, by and between Jaguar Health, Inc.

and Uptown Capital, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K of Jaguar Health, Inc.

filed April 15, 2022, File No.

Global Amendment, dated April 14, 2022, by and between Jaguar Health, Inc.

and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.3 to the Form 8-K of Jaguar Health, Inc.

filed April 15, 2022, File No.

Global Amendment, dated April 14, 2022, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc.

and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.4 to the Form 8-K of Jaguar Health, Inc.

filed April 15, 2022, File No.

Royalty Interest, dated August 24, 2022, by and between Jaguar Health, Inc.

and Streeterville Capital, LLC.

(incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc.

filed August 30, 2022, File No.

Form of Indemnification Agreement by and between Jaguar Health, Inc.

181 unchanged sentences

filed February 2, 2022, File No.

First Amendment to the Jaguar Health, Inc.

New Employee Inducement Award Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed April 15, 2022, File No.

First Amendment to the Jaguar Health, Inc.

New Employee Inducement Award Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed April 15, 2022, File No.

Manufacturing Services Agreement, dated June 10, 2022, by and between Napo Pharmaceuticals, Inc.

and Patheon Pharmaceuticals Inc.

(incorporated by reference to Exhibit 10.1 to the Form 8-K/A of Jaguar Health, Inc.

filed August 24, 2022, File No.

License and Services Agreement, dated June 29, 2022, by and among Jaguar Health, Inc., SynWorld Technologies Corporation, C&E Telecom, LTD and Tao Wang (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed June 29, 2022, File No.

Amended and Restated License Agreement, dated July 19, 2022, by and between Napo Pharmaceuticals, Inc.

and Napo Therapeutics S.p.A.

(incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed July 20, 2022, File No.

Securities Purchase Agreement, dated August 18, 2022, by and between Jaguar Health, Inc.

and SynWorld Technologies Corporation (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed August 23, 2022, File No.

First Amendment to the License and Services Agreement, dated August 18, 2022, by and between Jaguar Health, Inc.

and SynWorld Technologies Corporation (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc.

filed August 23, 2022, File No.

Royalty Interest Purchase Agreement, dated August 24, 2022, by and between Jaguar Health, Inc.

and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed August 30, 2022, File No.

Amended and Restated License and Services Agreement, dated October 11, 2022, by and among Jaguar Health, Inc., SynWorld Technologies Corporation, C&E Telecom, LTD and Tao Wang (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

October 14, 2022, File No.

Global Amendment, dated October 17, 2022, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc.

and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed October 21, 2022, File No.

Securities Purchase Agreement, dated November 11, 2022, by and between Jaguar Health, Inc.

and SynWorld Technologies Corporation (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed November 16, 2022, File No.

Form of Company Stock Option Cancellation Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed December 30, 2022, File No.

Mutual Termination of License Agreement, dated as of January 31, 2023, by and among Jaguar Health, Inc., SynWorld Technologies Corporation, C&E Telecom, LTD, and Tao Wang (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc.

filed February 6, 2023, File No.

Letter from Mayer Hoffman McCann P.C., dated November 23, 2021 (incorporated by reference to Exhibit 16.1 to the Form 8-K of Jaguar Health, Inc.

23 unchanged sentences

Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K promulgated under the Securities Act because the information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

FORM 10-K SUMMARY

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.

17 unchanged sentences

March 24, 2023

/s/ ANULA JAYASURIYA

Anula Jayasuriya

March 24, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures