Jaguar Health Inc SEC Filings

Jaguar Health, Inc. entered into new amendments to three existing royalty interest agreements, each with an original principal amount of $12 million. Beginning on April 1, 2026, the monthly royalty payment under each agreement must be the greater of $750,000 or the royalty amount otherwise owed for that month, increasing the company’s fixed payment obligation to its investors Iliad, Uptown, and Streeterville.

Jaguar and its subsidiary Napo Pharmaceuticals also amended a secured promissory note with an original principal amount of $6,220,812.50, extending its maturity date to April 1, 2026, which delays required repayment. In a separate exchange, Jaguar issued 361,271 shares of common stock in a private transaction to Streeterville in exchange for 25 shares of its Series M Preferred Stock, which were then cancelled, simplifying part of its capital structure.

Jaguar Health entered a secured financing with Streeterville Capital, issuing a $10,810,000 promissory note at 8.00% interest. The note includes an $800,000 original issue discount and $10,000 in transaction costs, both included in principal. At closing, Streeterville paid $2,000,000 to Jaguar and placed $8,000,000 into a controlled deposit account at Lakeside Bank held by a new subsidiary, JAGX Holdings, LLC.

The note matures in 36 months, is prepayable, and requires mandatory prepayments equal to 25% of Upfront Licensing Fees from any IP Transaction, capped at the then-outstanding balance. Starting on the 12‑month anniversary, the lender may redeem up to $600,000 plus accrued interest per month, payable in cash within two trading days.

Obligations are secured by the deposit account, a subsidiary guaranty, and a pledge of all JAGX Holdings membership interests. Covenants limit variable‑price and certain convertible financings, new liens, and subsidiary equity or debt without consent. Trigger Events can increase the note balance by 15% (Major) or 5% (Minor), up to three times each, with Events of Default permitting acceleration and default interest up to 18% simple interest.

Jaguar Health (JAGX) filed its Q3 2025 10‑Q, reporting total revenue of $3.083 million, essentially flat versus $3.108 million a year ago. Product sales were $3.041 million. The company posted a net loss of $9.648 million for the quarter and $30.804 million for the nine months.

Cash was $3.527 million at September 30, 2025, down from $8.002 million at year‑end. Current liabilities rose to $36.122 million (from $19.704 million), driven by notes payable current of $23.108 million. Total liabilities were $45.113 million, and stockholders’ equity was $4.359 million.

The company disclosed substantial doubt about its ability to continue as a going concern and plans to rely on additional financing and commercialization efforts. Financing inflows year‑to‑date included an ATM program ($6.331 million net), $3.445 million of convertible notes, and a PIPE for preferred shares ($2.377 million). As of November 14, 2025, there were 3,735,837 voting common shares outstanding and 9 non‑voting shares.

Jaguar Health (JAGX) called a Special Meeting for December 8, 2025 to seek stockholder approval under Nasdaq Rule 5635(d) for two financing-related items and a potential adjournment. Proposal 1 asks to approve issuing Common Stock upon exchange and/or redemption of 950.8 shares of Series N Preferred Stock. Based on a $2,500 stated value and a $1.20 exchange price, up to 1,980,827 Exchange Shares (or 1,980,833 Forced Redemption Shares) could be issued, which the company notes would have exceeded 20% of shares outstanding before issuance.

Proposal 2 seeks approval for the September 2025 private placement: 161,583 New PIPE Shares at $1.56 per share and a Pre-Funded PIPE Warrant for up to 479,442 shares (exercise price effectively $1.5599) with a Beneficial Ownership Limitation of 4.99% (increasable to 19.99%). As of October 31, 2025, 3,735,835 Common shares were outstanding. The company highlights potential dilution from issuances tied to Series N exchanges/redemptions and the PIPE, and seeks Proposal 3 authority to adjourn if more time is needed to solicit votes.

Jaguar Health (JAGX) called a Special Meeting on December 8, 2025 to seek stockholder approval under Nasdaq Listing Rule 5635(d) for two financing-related issuances and a potential adjournment.

Proposal 1: Approve issuing Common Stock upon exchange and/or redemption of previously issued Series N Preferred Stock. Based on a fixed $1.20 Exchange Price and 950.8 Series N shares outstanding, up to 1,980,827 Exchange Shares (or 1,980,833 Forced Redemption Shares) could be issued. Shares outstanding were 3,734,635 as of October 17, 2025. Series N was sold for approximately $2.38 million on September 10, 2025. Series N cannot vote on Proposal 1.

Proposal 2: Approve the New PIPE Securities from September 29, 2025: 161,583 New PIPE Shares and a pre-funded warrant for up to 479,442 shares. Combined, these represent about 17.16% of Common Stock outstanding prior to exercise as of October 17, 2025. The warrant includes a 4.99% Beneficial Ownership Limitation, adjustable up to 19.99%.

Proposal 3: Allow adjournment to solicit additional proxies if needed.

Jaguar Health, Inc. filed a Form D notice reporting a Regulation D exempt offering under Rule 506(b) for equity and related option/warrant securities. The filing lists a total offering amount of $1,000,000, with $1,000,000 sold and $0 remaining, indicating the offering has been fully sold. The notice records one investor as having invested and states the issuer accepts a minimum investment of $0. No sales commissions or finders’ fees were paid or estimated, and no proceeds were allocated to executive officers or directors. The filing identifies the issuer as a Delaware corporation with principal offices in San Francisco, California and is signed by Lisa A. Conte, President & CEO on 2025-10-10.

Jaguar Health, Inc. (JAGX) filed an S-3 shelf registration describing recent financings, intellectual property and product updates tied to its crofelemer franchise and related assets. The filing references a New Private Placement dated September 28, 2025 that issued New PIPE Shares and a Pre-Funded Warrant, and notes a concurrent private placement that closed on May 22, 2025 which included unregistered warrants to purchase 492,612 shares at an exercise price of $5.84 per share.

Clinical and commercial developments disclosed include ongoing investigator-initiated trials (IITs) and placebo-controlled studies of crofelemer for rare GI conditions, with initial Abu Dhabi IIT results showing reductions in total parenteral nutrition by up to 27% in an MVID patient and up to 12.5% in an SBS-IF patient. An abstract was accepted for presentation at NASPGHAN on November 5-8, 2025. The filing also notes that Canalevia-CA1 (crofelemer delayed-release tablets) is conditionally approved for chemotherapy-induced diarrhea in dogs and is commercially available through multiple US veterinary distributors. The document lists numerous certificates of designation for preferred stock series and describes exchange limits and beneficial ownership caps (commonly 19.99% limits) tied to Series N Preferred Stock and certain pre-funded warrants.

Jaguar Health, Inc. entered into a private placement with Brown Stone Capital Limited to issue securities on September 28, 2025. The company agreed to sell 161,583 shares of voting common stock and 479,442 pre-funded warrants exercisable for common stock. The Securities were offered under Rule 506 of Regulation D to an accredited investor. The filing includes a Securities Purchase Agreement and a Pre-Funded Warrant dated September 28, 2025, and is signed by CEO Lisa A. Conte on behalf of Jaguar Health.