Jaguar Health Announces $1.5 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Jaguar Health (NASDAQ:JAGX) has announced a $1.5 million registered direct offering priced at-the-market. The company will sell 246,306 shares of common stock at $6.09 per share. Additionally, in a concurrent private placement, Jaguar will issue unregistered warrants to purchase up to 492,612 shares at an exercise price of $5.84 per share, exercisable immediately and expiring within 24 months.

H.C. Wainwright & Co. serves as the exclusive placement agent. The offering is expected to close around May 22, 2025. Jaguar plans to use the net proceeds for general corporate purposes, including growth capital, working capital, operating expenses, repayment of outstanding convertible promissory notes, and capital expenditures.

Positive

• Immediate access to $1.5 million in gross proceeds for corporate growth and operations
• Warrants issued at $5.84, close to the offering price, showing confidence in current valuation

Negative

• Dilutive effect on existing shareholders through new share issuance
• Additional potential dilution from warrant exercise of up to 492,612 shares
• Small offering size may indicate limited investor interest or funding challenges

Insights

Financial Analyst

Jaguar Health is raising $1.5M through a dilutive offering with warrants, signaling potential cash flow concerns requiring immediate capital.

Jaguar Health's $1.5 million registered direct offering reveals concerning financial positioning. At $6.09 per share, the company is selling 246,306 shares of common stock, accompanied by warrants for twice that amount at a slightly discounted exercise price of $5.84. This structure suggests urgency in raising capital.

The small size of this offering is particularly telling - $1.5 million is a minimal amount for a public company, likely providing only short-term operational runway. More concerning is the company's stated use of proceeds, which includes repayment of outstanding convertible promissory notes. This indicates Jaguar may be struggling with existing debt obligations.

The warrant component effectively doubles the potential dilution if exercised within the 24-month window. These warrants being issued at a discount to the offering price ($5.84 vs $6.09) will create additional pressure on the stock, as it incentivizes quick exercise once any upward movement occurs.

Additionally, this offering is "at-the-market" under Nasdaq rules, typically meaning the pricing is at or near current trading levels, rather than at a premium that would indicate investor confidence. The company's need to raise capital through this mechanism, rather than through strategic partnerships or more favorable terms, points to limited financing options and potential operational challenges.

SAN FRANCISCO, CA / ACCESS Newswire / May 21, 2025 / Jaguar Health, Inc. (NASDAQ:JAGX) ("Jaguar" or "the Company"), today announced that it has entered into definitive agreements for the purchase and sale of 246,306 shares of common stock at a purchase price of $6.09 per share in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company agreed to issue to investors unregistered warrants to purchase up to 492,612 shares of common stock at an exercise price of $5.84 per share that will be immediately exercisable upon issuance and will expire on the earlier of (i) 24 months from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event. The closing of the offering is expected to occur on or about May 22, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $1.5 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes, including growth capital, working capital, operating expenses, repayment of outstanding convertible promissory notes that are not converted into Common Stock by holders, and capital expenditures.

The common stock (but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) described above are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-278861) that was declared effective by the Securities and Exchange Commission (the "SEC") on May 1, 2024. The offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About the Jaguar Health Family of Companies

Jaguar Health, Inc. (Jaguar) is a commercial stage pharmaceuticals company focused on developing novel proprietary prescription medicines sustainably derived from plants from rainforest areas for people and animals with gastrointestinal distress, specifically associated with overactive bowel, which includes symptoms such as chronic debilitating diarrhea, urgency, bowel incontinence, and cramping pain. Jaguar family company Napo Pharmaceuticals (Napo) focuses on developing and commercializing human prescription pharmaceuticals for essential supportive care and management of neglected gastrointestinal symptoms across multiple complicated disease states. Napo's crofelemer is FDA-approved under the brand name Mytesi^® for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar family company Napo Therapeutics is an Italian corporation Jaguar established in Milan, Italy in 2021 focused on expanding crofelemer access in Europe and specifically for orphan and/or rare diseases. Jaguar Animal Health is a Jaguar tradename. Magdalena Biosciences, a joint venture formed by Jaguar and Filament Health Corp. that emerged from Jaguar's Entheogen Therapeutics Initiative (ETI), is focused on developing novel prescription medicines derived from plants for mental health indications.

For more information about:

Jaguar Health, visit https://jaguar.health

Napo Pharmaceuticals, visit www.napopharma.com

Napo Therapeutics, visit napotherapeutics.com

Magdalena Biosciences, visit magdalenabiosciences.com

Visit the Make Cancer Less Shitty patient advocacy program on Bluesky, X, Facebook & Instagram

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These include statements regarding the expected closing of the offering, the intended use of proceeds from the offering, and the Company's expectations for future development, operations, business strategies and financial performance. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "aim," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements in this release are only predictions. Jaguar has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements speak only as of the date of this release and are subject to a number of risks, uncertainties and assumptions, some of which cannot be predicted or quantified and some of which are beyond Jaguar's control. Except as required by applicable law, Jaguar does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Contact:

hello@jaguar.health
Jaguar-JAGX

SOURCE: Jaguar Health, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the size and price of Jaguar Health's (JAGX) May 2025 offering?

Jaguar Health's offering consists of 246,306 shares at $6.09 per share, totaling $1.5 million, along with warrants to purchase 492,612 shares at $5.84 per share.

How will Jaguar Health (JAGX) use the proceeds from its $1.5M offering?

The proceeds will be used for general corporate purposes, including growth capital, working capital, operating expenses, repayment of outstanding convertible promissory notes, and capital expenditures.

What are the terms of the warrants in JAGX's May 2025 offering?

The warrants allow purchase of up to 492,612 shares at $5.84 per share, are immediately exercisable, and expire within 24 months or upon certain corporate events.

When is the expected closing date for Jaguar Health's (JAGX) offering?

The offering is expected to close on or about May 22, 2025, subject to customary closing conditions.

Who is the placement agent for Jaguar Health's (JAGX) May 2025 offering?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.