Jaguar Health (JAGX) turns Q1 profit but flags going concern risks
Jaguar Health reported a sharp turnaround for the quarter ended March 31, 2026, driven by a major licensing transaction. Total revenue rose to $20.3 million from $2.2 million a year earlier, mainly from $19.0 million of license revenue under a new Mytesi and Canalevia license and supply agreement with Woodward, while product revenue declined.
The company posted net income of $8.7 million versus a $10.6 million loss in 2025, but common shareholders still saw a net loss of $7.0 million after $9.5 million of Series O preferred stock dividends and over $6.0 million of deemed preferred dividends. Cash was $7.3 million with $2.8 million in restricted cash, against total notes payable of about $33.2 million and a stockholders’ deficit of $15.8 million. Management disclosed recurring losses, a $391.1 million accumulated deficit and stated that these conditions raise substantial doubt about Jaguar’s ability to continue as a going concern over the next 12 months, even after receiving a $16.0 million upfront payment from a separate license and supply agreement.
Positive
- Strong revenue growth and temporary profitability: Total revenue rose to $20.3 million from $2.2 million year over year, driven by $19.0 million of license revenue from the Woodward agreement, producing quarterly net income of $8.7 million versus a prior-year loss.
Negative
- Going concern uncertainty and weak capital structure: Management disclosed substantial doubt about continuing as a going concern, citing recurring losses, a $391.1 million accumulated deficit, stockholders’ deficit of $15.8 million and heavy reliance on new financing.
- High leverage and constrained liquidity: Notes payable total about $33.2 million while cash is $7.3 million and $2.8 million of restricted cash is tied to a collateralized note, limiting funds available for operations.
Insights
One-time license gains drove a quarterly profit, but leverage and going concern risk remain high.
Jaguar Health swung to a quarterly profit largely because of $19.0 million in license revenue from Woodward, lifting total revenue to $20.3 million. Core product revenue fell, and profitability depended heavily on this upfront licensing economics.
The balance sheet shows strain: total notes payable are about $33.2 million, stockholders’ deficit is $15.8 million, and accumulated deficit is $391.1 million. A significant portion of cash, $2.8 million of $10.1 million cash and restricted cash, is locked as collateral in a variable interest entity.
Management explicitly states that recurring losses, limited liquidity and financing needs raise substantial doubt about the company’s ability to continue as a going concern for one year from issuance. Future filings for periods after March 31, 2026 will be important to see whether additional financing or sustained operating cash flow emerges.
Key Figures
Key Terms
going concern financial
variable interest entity financial
fair value option financial
Current Expected Credit Losses financial
license and supply agreement financial
stock dividends financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Jaguar Health (JAGX) perform financially in Q1 2026?
What drove Jaguar Health’s revenue increase in the March 31, 2026 quarter?
What is Jaguar Health’s liquidity and debt position as of March 31, 2026?
Why did Jaguar Health record a loss for common stockholders despite reporting net income?
Does Jaguar Health’s Q1 2026 filing include a going concern warning?
How concentrated was Jaguar Health’s Q1 2026 revenue base?
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Table of Contents
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PART I. — FINANCIAL INFORMATION |
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Item 1. Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Operations |
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Condensed Consolidated Statements of Comprehensive Losses |
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Condensed Consolidated Statements of Changes in Stockholders’ Deficit |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. Controls and Procedures |
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PART II. — OTHER INFORMATION |
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Item 1. Legal Proceedings |
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Item 1A. Risk Factors |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. Defaults Upon Senior Securities |
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Item 4. Mine Safety Disclosures |
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Item 5. Other Information |
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Item 6. Exhibits |
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SIGNATURE |
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Table of Contents
PART I. — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
JAGUAR HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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Liabilities and Stockholders' Deficit |
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Series O Convertible Preferred stock: $ |
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Commitments and contingencies (See Note 5) |
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Stockholders' deficit |
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Series M perpetual preferred stock: $ |
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Series N perpetual preferred stock: $ |
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Common stock - voting: $ |
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Common stock - non-voting: $ |
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Total liabilities and stockholders' deficit |
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See accompanying notes to these unaudited condensed consolidated financial statements.
1
Table of Contents
JAGUAR HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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2026 |
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2025 |
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License revenue |
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Product revenue, net |
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Grant revenue |
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Research and development |
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Total operating expenses |
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Income (loss) from operations |
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Interest income (expense) |
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Changes in fair value of freestanding and hybrid financial instruments designated at Fair Value Option |
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Income (loss) before income tax expense |
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Income tax expense |
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Net income (loss) |
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$ |
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Net loss attributable to noncontrolling interest |
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$ |
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Stock dividends to preferred stockholders |
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$ |
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$ |
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Deemed dividend to preferred stockholders |
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Preferred returns to preferred stockholders |
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Net loss attributable to common stockholders |
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Net loss per share, basic and diluted |
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Weighted-average common stock outstanding, basic and diluted |
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See accompanying notes to these unaudited condensed consolidated financial statements.
2
Table of Contents
JAGUAR HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSES
(Unaudited)
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Three Months Ended |
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March 31, |
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(In thousands, except share and per share data) |
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2026 |
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2025 |
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Net income (loss) |
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$ |
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$ |
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Other comprehensive loss |
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Net comprehensive income (loss) |
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$ |
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$ |
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Common stockholders: |
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Net loss attributable to common stockholders |
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Other comprehensive loss attributable to common stockholders |
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Translation adjustments |
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Net comprehensive loss attributable to common stockholders |
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Noncontrolling interests: |
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Net loss attributable to noncontrolling interests |
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Other comprehensive loss attributable to noncontrolling interests |
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Translation adjustments |
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Net comprehensive loss attributable to noncontrolling interests |
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$ |
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See accompanying notes to these unaudited condensed consolidated financial statements.
3
Table of Contents
JAGUAR HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ DEFICIT
(Unaudited)
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Series L |
Series M |
Series N |
Common |
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Common |
Additional |
Noncontrolling |
Accumulated |
Accumulated |
Total |
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(In thousands, except share data) |
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Amount |
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Amount |
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Amount |
Shares |
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Amount |
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Amount |
capital |
interest |
deficit |
loss |
equity (deficit) |
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Balances as of January 1, 2026 |
$ |
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$ |
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$ |
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$ |
$ |
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$ |
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$ |
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$ |
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Common shares issued to Streeterville in exchange for pre-funded warrants |
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Common shares issued to Iliad in exchange for pre-funded warrants |
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Common shares issued to investors in exchange for Series N Preferred Stock |
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Common shares issued to investors in exchange for restricted stock units (RSUs) |
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Warrants issued to Iliad in exchange for Series L Preferred Stock |
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Warrants issued to Streeterville in exchange for Series L Preferred Stock |
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Preferred stock issued to Iliad on preferred returns of Series M Preferred Stock |
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Preferred stock issued to Streeterville on preferred returns of Series M Preferred Stock |
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Warrants issued to Iliad in exchange for Series M Preferred Stock |
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Warrants issued to Streeterville in exchange for Series M Preferred Stock |
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Warrants issued to investors in exchange for notes payable and accrued interest |
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Warrants issued to Iliad in exchange for Royalty Interest |
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Warrants issued to Streeterville in exchange for Royalty Interest |
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Stock dividends issued as Series O Convertible Preferred Stock |
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Deemed dividend to Iliad related to conversion of Series L Preferred Stock |
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Deemed dividend to Streeterville related to conversion of Series L Preferred Stock |
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( |
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Deemed dividend to Iliad related to conversion of Series M Preferred Stock |
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( |
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Deemed dividend to Streeterville related to conversion of Series M Preferred Stock |
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Stock issuance costs |
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Stock-based compensation |
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Net income (loss) |
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Translation loss |
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|
— |
|
— |
|
|
— |
|
— |
|
( |
|
— |
|
( |
|
( |
Balances as of March 31, 2026 |
— |
$ |
— |
— |
$ |
— |
— |
$ |
— |
|
$ |
|
|
$ |
— |
$ |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
||||
See accompanying notes to these unaudited condensed consolidated financial statements.
4
Table of Contents
JAGUAR HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ DEFICIT
(Unaudited)
|
Series L |
Series M |
Series N |
Common |
|
Common |
Additional |
Noncontrolling |
Accumulated |
Accumulated |
Total |
|||||||||||||||||
(In thousands, except share data) |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
|
Amount |
|
Shares |
|
Amount |
capital |
interest |
deficit |
loss |
equity (deficit) |
||||||||||
Balances as of January 1, 2025 |
— |
$ |
— |
— |
$ |
— |
— |
$ |
— |
|
$ |
— |
|
|
$ |
— |
$ |
$ |
( |
$ |
( |
$ |
( |
$ |
||||
Common shares issued in At The Market offering, net of issuance and offering cost of $ |
— |
|
— |
— |
|
— |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|||
Common shares issued to Streeterville in exchange of notes payable and accrued interest |
— |
|
— |
— |
|
— |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|||
Common shares issued to Irving in exchange of notes payable and accrued interest |
— |
|
— |
— |
|
— |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|||
Warrants issued |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
||
Issuance costs attributable to warrants |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
|
— |
|
— |
|
|
— |
|
( |
|
— |
|
— |
|
— |
|
( |
Stock-based compensation |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
||
Net loss |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
( |
|
( |
|
— |
|
( |
Translation loss |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
( |
|
— |
|
( |
|
( |
Balances as of March 31, 2025 |
— |
$ |
— |
— |
$ |
— |
— |
$ |
— |
|
$ |
— |
|
|
$ |
— |
$ |
$ |
( |
$ |
( |
$ |
( |
$ |
||||
See accompanying notes to these unaudited condensed consolidated financial statements.
5
Table of Contents
JAGUAR HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Three Months Ended |
|
|||||||
|
|
March 31, |
|
|||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||||
Cash flows from operating activities |
|
|
|
|
|
|
||||
Net comprehensive income (loss) |
|
$ |
|
|
|
$ |
|
( |
) |
|
Adjustments to reconcile net comprehensive loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
— |
|
|
Depreciation and amortization expenses |
|
|
|
|
|
|
|
|
||
Changes in fair value of freestanding and hybrid financial instruments designated at Fair Value Option |
|
|
|
|
|
|
|
|
||
Interest accrued |
|
|
|
|
|
|
|
— |
|
|
Stock-based compensation, vested and released restricted stock units, and exercised stock options |
|
|
|
|
|
|
|
|
||
Amortization of operating lease - right-of-use asset |
|
|
|
|
|
|
|
|
||
Share in joint venture's loss |
|
|
|
|
|
|
|
|
||
Changes in assets and liabilities |
|
|
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
|
|
||
Other receivable |
|
|
|
( |
) |
|
|
|
( |
) |
Inventory |
|
|
|
|
|
|
|
( |
) |
|
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
( |
) |
|
Other assets |
|
|
|
|
|
|
|
— |
|
|
Accounts payable |
|
|
|
( |
) |
|
|
|
|
|
Accrued liabilities |
|
|
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
( |
) |
|
|
|
( |
) |
Operating lease liability |
|
|
|
( |
) |
|
|
|
( |
) |
Total cash provided by (used in) operating activities |
|
|
|
|
|
|
|
( |
) |
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
||
Payment of 2025 Note Payable |
|
|
|
( |
) |
|
|
|
— |
|
Payment of Convertible Notes |
|
|
|
( |
) |
|
|
|
— |
|
Payment of insurance financing |
|
|
|
( |
) |
|
|
|
— |
|
Proceeds from Convertible Notes |
|
|
|
|
|
|
|
|
||
Proceeds from issuance of shares in At the Market offering, net of issuance and offering costs of $ |
|
|
|
|
|
|
|
|
||
Repayment of insurance financing |
|
|
|
|
|
|
|
( |
) |
|
Payment of Tempesta Note |
|
|
|
|
|
|
|
( |
) |
|
Total cash provided by (used in) financing activities |
|
|
|
( |
) |
|
|
|
|
|
Effects of foreign exchange rate changes on assets and liabilities |
|
|
|
|
|
|
|
|
||
Net increase (decrease) in cash and restricted cash |
|
|
|
|
|
|
|
( |
) |
|
Cash and restricted cash at beginning of the period |
|
|
|
|
|
|
|
|
||
Cash and restricted cash at end of the period |
|
$ |
|
|
|
$ |
|
|
||
See accompanying notes to these unaudited condensed consolidated financial statements.
6
Table of Contents
JAGUAR HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
|
|
Three Months Ended |
|
|||||||
|
|
March 31, |
|
|||||||
|
|
2026 |
|
|
2025 |
|
||||
Supplemental schedule of cash flow information |
|
|
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
|
$ |
|
|
||
Supplemental schedule of non-cash financing and investing activities |
|
|
|
|
|
|
|
|
||
Stock dividends issued as Series O Convertible Preferred Stock |
|
$ |
|
|
|
$ |
|
— |
|
|
Warrants issued to Streeterville in exchange for Series L Preferred Stock |
|
$ |
|
|
|
$ |
|
— |
|
|
Deemed dividend to Streeterville related to conversion of Series L Preferred Stock |
|
$ |
|
|
|
$ |
|
— |
|
|
Warrants issued to Iliad in exchange for Series M Preferred Stock |
|
$ |
|
|
|
$ |
|
— |
|
|
Deemed dividend to Iliad related to conversion of Series M Preferred Stock |
|
$ |
|
|
|
$ |
|
— |
|
|
Warrants issued to Streeterville in exchange for Series M Preferred Stock |
|
$ |
|
|
|
$ |
|
— |
|
|
Deemed dividend to Streeterville related to conversion of Series M Preferred Stock |
|
$ |
|
|
|
$ |
|
— |
|
|
Warrants issued to Iliad in exchange for Series L Preferred Stock |
|
$ |
|
|
|
$ |
|
— |
|
|
Deemed dividend to Iliad related to conversion of Series L Preferred Stock |
|
$ |
|
|
|
$ |
|
— |
|
|
First Insurance Financing |
|
$ |
|
|
|
$ |
|
|
||
Common shares issued to Irving in exchange of notes payable and accrued interest |
|
$ |
|
|
|
$ |
|
|
||
Recognition of operating lease - right-of-use asset and operating lease liability |
|
$ |
|
|
|
$ |
|
|
||
Common stock issued to Streeterville in exchange for notes payable and accrued interest |
|
$ |
|
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
||
Cash and restricted cash |
|
|
|
|
|
|
|
|
||
Cash |
|
$ |
|
|
|
$ |
|
|
||
Restricted cash |
|
|
|
|
|
|
|
— |
|
|
Total cash and restricted cash |
|
$ |
|
|
|
$ |
|
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
Table of Contents
JAGUAR HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Business
Jaguar Health, Inc. (“Jaguar” or the “Company”) was founded in San Francisco, California, as a Delaware corporation on June 6, 2013 (inception). The Company was a majority-owned subsidiary of Napo Pharmaceuticals, Inc. (“Napo”) until the close of the Company’s initial public offering on May 18, 2015. The Company was formed to develop and commercialize first-in-class prescription and non-prescription products for companion animals.
On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger dated March 31, 2017, by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo’s representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as the wholly owned subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from “Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly owned subsidiary of Jaguar focused on human health, including the ongoing development of crofelemer and commercialization of Mytesi (crofelemer 125 mg delayed-release tablets).
On March 15, 2021, Jaguar established Napo EU S.p.A (which changed its name in December 2021 to “Napo Therapeutics”) in Milan, Italy as a subsidiary of Napo. Napo Therapeutics’ core mission is to provide access to crofelemer in Europe to address significant orphan disease indications, including, initially, two key orphan target indications: short bowel syndrome with intestinal failure (“SBS-IF”) and microvillus inclusion disease (“MVID”).
On November 1, 2025, Jaguar established JAGX Holdings, LLC (“JAGX Holdings”), a Utah limited liability company and wholly owned subsidiary of Jaguar. JAGX Holdings was formed primarily to hold the cash collateral deposit account securing Jaguar’s obligations under the Note Purchase Agreement pursuant to a Deposit Account Control Agreement (“DACA”) and may engage in other activities permitted for a Utah limited liability company as determined by Jaguar. JAGX Holdings is consolidated as a variable interest entity. See Note 2, Summary of Significant Accounting Policies, for further information regarding the consolidation of variable interest entities.
The Company manages its operations through
Liquidity and Going Concern
The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $
Although the Company plans to finance its operations and cash flow needs through equity and/or debt financing, collaboration arrangements with other entities, license royalty agreements, as well as revenue from future product sales, the Company does not have cash balances sufficient to fund its operating plan through one year from the issuance of these consolidated financial statements.
On January 12, 2026, prior to the issuance of these consolidated financial statements, the Company entered into a license and supply agreement with a third party providing for $
If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of its products, the Company will need to curtail planned activities and reduce costs. These conditions, along with recurring operating losses and an accumulated deficit, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
8
Table of Contents
2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and on a basis consistent with the annual consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any other future annual or interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2025. The condensed consolidated balance sheet at December 31, 2025, has been derived from the audited consolidated financial statements at that date but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements.
There has been no material change to the Company's significant accounting policies during the three months ended March 31, 2026, as compared to the significant accounting policies described in Note 2 of the “Notes to Condensed Consolidated Financial Statements” in the Company's Annual Report on Form 10-K as of and for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on April 7, 2026.
Except as noted above, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the financial position as of March 31, 2026, results of operations for the three months ended March 31, 2026 and 2025, changes in stockholders' deficit for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025. The interim results are not necessarily indicative of the results for any future interim periods or for the entire year.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with US GAAP and applicable rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest, including variable interest entities ("VIEs") for which the Company is the primary beneficiary. The Company is considered the primary beneficiary because it has (i) the power to direct the activities that most significantly affect the VIE’s economic performance, and (ii) the obligation to absorb losses of, and the right to receive benefits from, the VIE that could potentially be significant. All intercompany transactions and balances have been eliminated in consolidation. The Company’s reporting currency is the United States ("US") dollar.
Variable Interest Entities
The Company consolidates an entity in which it has a variable interest in accordance with the consolidation guidance in Accounting Standards Codification ("ASC”) 810, Consolidation. JAGX Holdings is a VIE formed to hold cash collateral securing the Company’s obligations under a Secured Promissory Note. The Company has concluded that it is the primary beneficiary of JAGX Holdings, and, accordingly, includes JAGX Holdings in its consolidated financial statements.
Significant Judgments and Determinations
The Company consolidates JAGX Holdings as a VIE because JAGX Holdings lacks sufficient equity at risk to finance its activities independently. The Company is the primary beneficiary as it holds the power to direct JAGX Holdings’ most significant economic activities—primarily the administration of a restricted deposit account—and is exposed to significant residual returns and losses as the sole member and issuer of Streeterville New Note (see Note 7). Lender rights held by Streeterville Capital, LLC (“Streeterville”) were determined to be protective and do not grant the ability to direct JAGX Holdings’ significant activities.
Nature of Restrictions and Financial Position
JAGX Holdings was formed as a bankruptcy‑remote special purpose entity solely to hold the cash collateral securing the Note issued by Jaguar. Its primary asset consists of funds held in a restricted deposit account governed by a DACA, which are not available for Jaguar’s general corporate purposes. Under the terms of the DACA, Jaguar is prohibited from unilaterally withdrawing funds; access is restricted to a formulaic release mechanism contingent upon the repayment of Jaguar’s debt obligations, subject to Streeterville’s right to seize the funds unilaterally upon the occurrence of a trigger event or a determination that repayment is impaired.
9
Table of Contents
As of March 31, 2026, the carrying amount of JAGX Holdings' assets included in the Company’s consolidated financial statements was restricted cash of $
Risks and Recourse
The Note is a full‑recourse obligation of Jaguar. Streeterville’s rights as a creditor extend beyond the assets held by JAGX Holdings to the general credit of Jaguar. During the period ended March 31, 2026, Jaguar provided no financial or other support to JAGX Holdings beyond what was contractually required under the Note Purchase Agreement dated November 12, 2025.
Effects on Financial Position, Financial Performance, and Cash Flows
Jaguar’s involvement with JAGX Holdings primarily affects its financial position through the recognition of restricted cash, the related current and non‑current portions of notes payable, and the derivative instrument associated with the embedded feature in the Secured Promissory Note within the consolidated balance sheet. The restricted cash is not available for general corporate purposes and is classified accordingly. JAGX Holdings does not conduct operations and therefore does not have a significant direct impact on the Company’s revenues or operating expenses. However, the interest expense on the Secured Promissory Note, changes in the fair value of the related derivative instrument, and interest income earned on the restricted deposit account are recognized in Jaguar’s consolidated statements of operations in the periods incurred. Cash flows between Jaguar and JAGX Holdings are limited to movements of funds into and out of the restricted deposit account in connection with borrowings, repayments of principal and interest on the Note, and any permitted formula‑based releases under the DACA, all of which are reflected within Jaguar’s consolidated statements of cash flows consistent with the underlying nature of the transactions.
Noncontrolling interest
The Company consolidates the results of Napo Therapeutics, which was owned
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with US GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its unaudited condensed consolidated financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are the valuation of stock options, restricted stock units (“RSUs”), freestanding and hybrid instruments designated at fair value option (“FVO”), warrant liabilities, acquired in-process research and development (“IPR&D”), and useful lives assigned to long-lived assets; impairment assessment of non-financial assets; valuation adjustments for excess and obsolete inventory; allowance for doubtful accounts; deferred taxes and valuation allowances on deferred tax assets; evaluation and measurement of contingencies; and recognition of revenue, including estimates for product returns. Those estimates could change, and as a result, actual results could differ materially from those estimates.
Cash and Restricted Cash
The Company’s cash on deposit may exceed United States federally insured limits at certain times during the year. The Company maintains cash accounts with certain major financial institutions in the United States. Restricted cash represents cash not available to us for immediate and general use. Amounts included in restricted cash primarily relate to funds subject to legal or contractual withdrawal restrictions. The Company does not have cash equivalents as of March 31, 2026 and December 31, 2025.
Accounts Receivable, net
Accounts receivable is recorded net of allowances for discounts for prompt payment and credit losses.
Upon adoption of Accounting Standards Update (“ASU”) No. 2013-13, ASC 326, Financial Instruments—Credit Losses, the Company began utilizing a loss rate approach under the Current Expected Credit Losses (“CECL”) model to determine its lifetime expected credit losses on receivables from customers. This method calculates an estimate of credit losses based on historical experience, credit quality, age of the accounts receivable balances, and current and forecasted economic and business conditions that may affect a customer’s ability to pay. In determining the loss rates, the Company evaluates information related to its historical losses,
10
Table of Contents
adjusted for existing conditions, and further adjusted for the period of time that can reasonably be forecasted. The facts and circumstances as of the balance sheet date are used to adjust the estimate for periods beyond those that can reasonably be forecasted.
The past due status of accounts receivable is determined based on the contractual due dates for payments. Receivable is deemed past due when payment has not been received 30 days after the contractual due date. The credit loss allowance was immaterial as of March 31, 2026 and December 31, 2025. The corresponding expense for the credit loss allowance is reflected in general and administrative expenses.
Current Expected Credit Losses
The Company recognizes an allowance for credit losses for financial assets carried at amortized cost to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on credit losses that are expected to arise over the contractual term of the asset, which includes consideration of historical credit loss information adjusted for current conditions and reasonable and supportable forecasts.
Changes in the allowance for credit losses are recorded as provision of (or reversal of) credit loss expense. Assets are written off when the Company determines that such are deemed uncollectible. Write-offs are recognized as a deduction from the allowance for credit losses. Expected recoveries of amounts previously written off, not to exceed the aggregate of the amount previously written off, are included in determining the necessary allowance at the balance sheet date.
Concentrations
Cash is the financial instrument that potentially subjects the Company to a concentration of credit risk as cash is deposited with a bank and cash balances generally exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits.
For the three months ended March 31, 2026, approximately
For the three months ended March 31, 2025, substantially all of the Company’s revenue was derived from the sale of Mytesi. In looking at sales by the Company to specialty pharmacies whose net revenue percentage of total net revenue was equal to or greater than
|
|
Three Months Ended |
||||||||
|
|
March 31, |
||||||||
|
|
2026 |
|
2025 |
||||||
Customer 1 |
|
|
% |
|
|
|
% |
|
||
Customer 2 |
|
|
% |
|
|
|
% |
|
||
Customer 3 |
|
|
% |
|
|
|
% |
|
||
The Company is subject to credit risk from its accounts receivable related to its sales.
|
|
March 31, |
|
December 31, |
||||||
|
|
2026 |
|
2025 |
||||||
Customer 1 |
|
|
% |
|
|
|
% |
|
||
Customer 2 |
|
|
% |
|
|
|
% |
|
||
Customer 3 |
|
|
% |
|
|
|
% |
|
||
The Company is subject to concentration risk from its accounts payable related to its cost of product revenue.
|
|
Three Months Ended |
||||||||
|
|
March 31, |
||||||||
|
|
2026 |
|
2025 |
||||||
Supplier 1 |
|
|
% |
|
|
|
% |
|
||
Supplier 2 |
|
|
% |
|
|
|
% |
|
||
Supplier 3 |
|
|
% |
|
|
|
% |
|
||
11
Table of Contents
|
|
Three Months Ended |
||||
|
|
March 31, |
||||
|
|
2026 |
|
2025 |
||
Supplier 1 |
|
|
|
|
||
Supplier 2 |
|
|
|
|
||
Supplier 3 |
|
|
|
|
||
Supplier 4 |
|
|
|
|
||
Other Risks and Uncertainties
The Company’s future operations results involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations including, but not limited to, war, rapid technological change, obtaining second source suppliers and manufacturers, regulatory approval from the US Food and Drug Administration (“FDA”) or other regulatory authorities, the results of clinical trials and the achievement of milestones, market acceptance of the Company’s product candidates, competition from other products and larger companies, protection of proprietary technology, strategic relationships, and dependence on key individuals. In addition, the reshaping of the federal government workforce may impact the availability, timing, and consistency of regulatory oversight and funding, introducing further uncertainty to the Company’s operations.
Other Global Events
Macroeconomic conditions worldwide are subject to constant change, influenced by several factors, including persistently high inflation, structural weaknesses in the labor market, low productivity growth, adverse weather conditions, and possible political unrest in certain regions. Despite these global economic challenges, no significant changes have occurred in the Company's operations.
Fair Value
The Company’s financial instruments include accounts receivable, net, other receivable, derivative liability, accounts payable, accrued liabilities, operating lease liability, derivative liability, and debt. The recorded carrying amount of accounts receivable, other receivable, accounts payable, and accrued liabilities reflect their fair value due to their short-term nature. Other financial liabilities are initially recorded at fair value, and subsequently measured at fair value or amortized cost using the effective interest method. See Note 3 for the fair value measurements.
Fair Value Option
ASC 825-10, Financial Instruments (“ASC 825-10”), provides an FVO election that allows companies an irrevocable election to use fair value as the initial and subsequent accounting measurement attribute for certain financial assets and liabilities. ASC 825-10 permits entities to elect to measure eligible financial assets and liabilities at fair value on an ongoing basis. Unrealized gains and losses on items for which the FVO has been elected are reported in earnings. The decision to elect the FVO is determined on an instrument-by-instrument basis, must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method. In accordance with the options presented in ASC 825-10, the Company elected to present the aggregate of fair value and non-fair-value amounts in the same line item in the condensed consolidated balance sheets and parenthetically disclose the amount measured at fair value in the aggregate amount. The fair values of the Company's financial instruments reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value estimates presented in these financial statements are based on information available to the Company as of March 31, 2026 and December 31, 2025.
Derivative Instrument
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative instruments that are bifurcated from a host contract, the Company recognizes them as either assets or liabilities in the consolidated balance sheet and measures them at fair value. Embedded derivatives are bifurcated from the host contract when their economic characteristics and risks are not clearly and closely related to the host contract, the hybrid instrument is not measured at fair value with changes in fair value reported in earnings, and the embedded feature would meet the definition of a derivative if it were a freestanding instrument. These derivatives are remeasured at each reporting date, with changes in fair value recognized in earnings within other income (expense), net in the consolidated statement of operations.
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Inventory, net
Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Cost is initially recorded at the invoiced amount of services or crude plant latex (“CPL”) provided by third-party processors, Probos L&CH ("Probos") and Corporación Forestal Amazónico ("CORFA SAC"), including the sum of qualified expenditures and charges for bringing the inventory to its existing condition and location. Inventory is categorized into raw materials, work-in-process, and finished goods. Raw materials consist of CPL, recognized as inventory upon harvest and valued at cost, including acquisition and harvest expenditures. Work-in-process inventory is recognized only when CPL has been transformed into Active Pharmaceutical Ingredient (“API”) and is in transit to Patheon Pharmaceuticals Inc., with costs comprising direct materials, labor, and applicable overheads. Finished goods represent completed crofelemer tablets ready for sale, valued at cost, which includes direct materials, labor, and manufacturing overhead allocated during production. The Company calculates inventory valuation adjustments when conditions indicate that net realizable value is less than cost due to physical deterioration, usage, obsolescence, reductions in estimated future demand, or reductions in selling price. Inventory write-downs are measured as the difference between the cost of inventory and net realizable value. Inventory costs are removed from inventory and recorded in the cost of goods sold upon delivery of the tablets to customers.
Prelaunch Inventory
The Company’s policy is to capitalize costs for prelaunch inventories within the drug development phase, which is evidence that the product’s reasonably likely critical attributes for success are present and feasible, and the key causes of failures are absent based on management’s assumptions. The costs that can be capitalized for prelaunch inventory are recorded as “Prepaid expenses and other current assets.”
Property and Equipment
Land is stated at cost, reflecting the fair value of the property at July 31, 2017, the date of the Napo merger. Equipment is stated at cost, net of accumulated depreciation. Equipment begins to be depreciated when it is placed into service. Depreciation is calculated using the straight-line method over estimated useful lives ranging from three to
Expenditures for repairs and maintenance of assets are charged to expenses as incurred. Costs of major additions and betterments are capitalized and depreciated on a straight-line basis over their estimated useful lives. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in the unaudited condensed consolidated statement of operations.
Software Developed for Internal Use
The Company capitalizes the costs of developing software for internal use. These costs include both purchased software and internally developed software. Costs of developing software are expensed until technological feasibility has been established. Thereafter, all costs are capitalized and are carried at the lower of unamortized cost or net realizable value. Internally developed and purchased software costs are generally amortized over
Long-lived Assets
The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment and definite-lived intangible assets, to determine whether indicators of impairment exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods, as well as the strategic significance of the assets to the Company’s business objectives. If the Company determines that events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company evaluates the realizability of its long-lived assets (asset group) based on a comparison of projected undiscounted cash flows from use and eventual disposition with the carrying value of the related asset. Any write-downs (measured based on the difference between the fair value and the asset's carrying value) are treated as permanent reductions in the carrying amount of the assets (asset group).
Indefinite-lived Intangible Assets
Acquired IPR&D are intangible assets acquired in the July 2017 Napo merger. Under ASC 805, Business Combination, IPR&D are initially recognized at fair value and classified as indefinite-lived assets until the successful completion or abandonment of
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the associated research and development efforts. During the development period, these assets will not be amortized as charges to earnings; instead, these assets will be tested for impairment on an annual basis or more frequently if impairment indicators are identified. An impairment loss is measured based on the excess of the carrying amount over the asset’s fair value.
Leases
The Company accounts for its leases in accordance with ASC 842, Leases (“ASC 842”).
At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. Because the interest rate implicit in lease contracts is typically not readily determinable, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.
The Company elected to include both the lease and non-lease components as a single component and account for its lease.
Lease Modification
ASC 842 defines lease modification as a change to the terms and conditions of a contract that results in a change in the scope of or the consideration for a lease. A lease modification can result in either a separate new contract that is accounted for separately from the original contract or a single modified contract.
The Company accounts for a modification to a contract as a separate contract when the modification grants the lessee an additional right of use not included in the original lease and the lease payments increase commensurate with the standalone price for the additional right of use, adjusted for the circumstances of the particular contract. When the Company concludes that a lease modification should be accounted for as a new contract that is separate and apart from the original lease, the new contract should be evaluated for whether it is a lease or contains an embedded lease. If the new contract is a lease or contains an embedded lease, the new lease should be accounted for as any other new lease. The new lease is recorded on the commencement date of the new lease, which is the date the lessee has access to the leased asset.
If a lease modification is not accounted for as a separate contract, the Company should reassess whether the contract contains a lease. If the modified contract is a lease or contains an embedded lease, a lessee should reallocate contract consideration, reassess the lease classification, remeasure the lease liability, and adjust the right-of-use asset.
Research and Development Expense
Research and development ("R&D") expenses consist of expenses incurred in performing research and development activities, including related salaries, clinical trials, and related drug and non-drug product costs, contract services, and other outside service expenses. Research and development expenses are charged to operating expenses during the period incurred.
The Company capitalizes tangible costs for materials that have a probable alternative future use in other research and development projects. The Company determines that alternative future use exists when materials are not dedicated to a single, specific clinical trial and possess separate economic value independent of any one project's success. These capitalized materials are recorded as "Prepaid expenses and other current assets" based on their expected timing of use. The Company reclassifies these materials as R&D expense when they are consumed in research activities or become specifically dedicated to a clinical trial, at which point the alternative future use is deemed to no longer exist.
Liability-Classified Preferred Stock
The Company evaluates its financial instruments to determine the appropriate classification as liabilities or equity under ASC 480, Distinguishing Liabilities from Equity. Financial instruments issued in the form of shares that embody an unconditional obligation to transfer a variable number of equity shares are classified as liabilities if the monetary value of the obligation is predominantly fixed, varying with something other than the fair value of the issuer’s equity shares, or varying inversely with the fair value of those shares.
On February 18, 2026, the Company declared Series O Convertible Preferred Stock as a one-time special dividend. On March 4, 2026, the Company issued the Series O Convertible Preferred Stock. The Company determined that these shares represent an
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unconditional obligation to deliver a variable number of common shares with a monetary value that is predominantly fixed at inception. Accordingly, the Series O Convertible Preferred Stock is classified and accounted for as a liability.
Clinical Trial Accruals
Clinical trial costs are a component of research and development expenses. The Company accrues and expenses for clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company determines the costs to be recorded based upon validation with the external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).
The Company’s policy typically permits returns if the product is damaged, defective, or otherwise cannot be used when received by the customer if the product has expired. Returns are accepted for products that will expire within three months or that have expired up to one year after their expiration dates. Estimates for expected returns of expired products are based primarily on an ongoing analysis of our historical return patterns.
The Company recognizes revenue in accordance with the core principle of ASC 606 or when there is a transfer of control of promised goods or services to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services.
The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.
The Company does not adjust the amount of consideration for the effects of a significant financing component if, at contract inception, the expected period between the transfer of promised goods or services and customer payment is one year or less.
The Company has elected to treat shipping and handling activities as fulfillment costs. Additionally, the Company elected to record revenue net of sales and other similar taxes as "Product revenue, net" in the consolidated statements of operations.
Contracts - Distribution Agreement
The Company's Canalevia-CA1 and Neonorm products are primarily sold to distributors, who then sell the products to end customers. Since 2021, the Company has entered into
Performance obligations
For animal health products sold by the Company, the single performance obligation identified above is the Company’s promise to transfer the Company’s animal health products to distributors based on specified payment and shipping terms in the arrangement. Product warranties are assurance-type warranties that do not represent a performance obligation. For the Company’s human health product, Mytesi, the single performance obligation identified above is the Company’s promise to transfer Mytesi to specialty pharmacies based on specified payment and shipping terms as outlined in the Exclusive Distribution Agreement entered into by the Company and Cardinal Health, Inc. ("Cardinal Health") as of January 16, 2019.
Transaction price
For contracts with Cardinal Health and other distributors, the transaction price is the amount of consideration that the Company expects to collect in exchange for transferring the promised goods or services. The transaction price of Mytesi is the Wholesaler Acquisition Cost (“WAC”), and the transaction price of Canalevia-CA1 and Neonorm is the manufacturer’s list price, net of discounts, returns, and price adjustments.
Allocate transaction price
For contracts with distributors, the entire transaction price is allocated to the single performance obligation contained in each contract.
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Revenue recognition
For contracts with Cardinal Health, a single performance obligation is satisfied at a point in time upon each contract's Free On Board (“FOB”) terms when control, including title and all risks, has transferred to the customer.
Disaggregation of Product Revenue
Human
Sales of Mytesi are recognized as revenue at a point in time when the products are delivered to the specialty pharmacies. Net revenues from the sale of Mytesi were $
Animal
The Company recognized Canalevia-CA1 products revenues of $
Contracts – Specialty Pharmacies
Effective October 1, 2020, the Company engaged a private company as an authorized specialty pharmacy provider of the Company’s Mytesi product. Under the Specialty Product Distribution Agreement, the Company shall supply the products directly to the private company’s specialty pharmacies in such amounts as may be ordered. There is no minimum purchase or inventory requirement. The specialty pharmacies were authorized distributors of record for all National Drug Codes of Mytesi.
Effective April 20, 2021, the Company engaged another private company as an authorized specialty pharmacy provider of Mytesi. Under the Specialty Pharmacy Distribution and Services Agreement, the private company shall sell and dispense Mytesi directly ordered from the Company at the agreed price to patients within the territories identified in the agreement.
The Company has entered into agreements with a total of
Performance obligations
The single performance obligation is the Company’s promise to transfer Mytesi to specialty pharmacies, based on specified payment and shipping terms outlined in the agreements.
Transaction price
The transaction price is the amount of consideration the Company expects to collect in exchange for transferring the promised goods or services. The transaction price of Mytesi is the WAC, net of estimated discounts, returns, and price adjustments.
Allocate transaction price
The entire transaction price is allocated to the single performance obligation contained in each contract.
Revenue recognition
The single performance obligation is satisfied at a point in time, upon the FOB terms of each contract, when control, including title and all risks, has been transferred to the customer.
Product Revenue
Sales of Mytesi are recognized as revenue at a point in time when the products are delivered to the specialty pharmacies. Net revenues from the sale of Mytesi to the specialty pharmacies were $
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Contracts – Exclusive Distribution Agreement
On April 12, 2024, the Company entered into a
Performance obligations
The Company identified a single performance obligation, which is the exclusive rights to market Gelclair in the US market. The Company will pay Venture Life a running royalty based on a percentage of the net sales throughout the agreement term.
Transaction price
Transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Allocate transaction price
The entire transaction price is allocated to the single performance obligation contained in the contract.
Revenue recognition
The single performance obligation is satisfied over-time, throughout the
Product Revenue
For the three months ended March 31, 2026 and 2025, the Company recognized a revenue of $
Contracts – License Agreement
Effective March 18, 2024, the Company engaged in a securities purchase agreement, supplemented by a binding term sheet, with Gen Ilac Ve Saglik Urunleri Sanayi Ve Ticaret, A.S. (“GEN” or “Licensee”). The Company grants GEN a right to access its intellectual property for the Company's FDA-approved prescription drug crofelemer and commercialize crofelemer finished product in licensed Eastern Europe territories for a consideration including license fees, royalties and product sales. The agreement and binding term sheet collectively qualifies as a valid contract under ASC 606.
Performance obligations
The Company identified
Transaction price
Transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. The transaction price in the contract with GEN includes both fixed and variable considerations.
For the Licensing Transaction, the fixed consideration is measured as the difference between the proceeds from the related share issuance and the fair value of the shares issued. The variable consideration, in the form of royalty, is based on a percentage of
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the Licensee's revenue from the sale of pharmaceutical products utilizing Crofelemer. For the supply of Crofelemer API, the variable consideration is determined using the expected value of a wide range of possible amounts.
Allocate transaction price
The entire transaction price is allocated to the single performance obligation contained in the contract.
Revenue recognition
The single performance obligation is satisfied over-time, throughout the
License Revenue
For the three months ended March 31, 2026 and 2025, license fees recognized from the contract with GEN amounted to $
Contracts – License and Supply Agreement
Effective January 12, 2026 (the "Effective Date"), the Company engaged in a license and supply agreement with Woodward, an affiliate of Future Pak, LLC (“Future Pak”), and Future Pak, pursuant to which, Napo granted to Woodward an exclusive, nontransferable, sublicensable, royalty-free right and license under the Napo Mytesi Patents to sell, offer for sale, have sold, make, have made, promote, distribute and otherwise commercialize the Mytesi Product and the Canalevia Product. The agreement and binding term sheet collectively qualifies as a valid contract under ASC 606.
Performance obligations
The Company identified
Significant judgments
The Company exercised significant judgment in determining that the Mytesi patents constitute functional intellectual property rather than symbolic intellectual property. This determination was based on the fact that the Mytesi patents possess significant standalone functionality, and the Company’s ongoing activities do not significantly change that functionality or the utility of the intellectual property to Woodward. Consequently, the license provides a right to use the intellectual property as it exists at a point in time.
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Transaction price
For the exclusive IP license, the fixed consideration is the upfront payment for the grant of the exclusive IP license. The variable considerations, in the form of contingent payments, are based on the amount of consideration indicated in the contract upon satisfaction of conditions and sales milestones. For the supply of manufacturing and supply of the Products and transfer of Effective Date Inventory, the variable consideration is determined using the expected value of a wide range of possible amounts.
As of March 31, 2026, the Company performed a specific probability assessment of these milestones. Due to the inherent uncertainty of pharmaceutical commercialization and the dependence on third-party performance, the Company determined that these milestones are fully constrained. Therefore, they are excluded from the transaction price as it is not yet highly probable that a significant reversal of cumulative revenue will not occur.
Allocate transaction price
The transaction price is allocated to the distinct performance obligations based on their relative standalone selling prices at contract inception. Variable consideration related to sales milestones is allocated entirely to the exclusive IP license once the constraint is removed.
Revenue recognition
At inception, the exclusive IP license was accounted for as a financing arrangement under ASC 606-10-55-66, as the Company retained a call option to reacquire the commercial rights for an amount exactly equal to the original consideration. Because the repurchase price was equal to the consideration received, the specific accretion of interest during the period the option remained outstanding was zero. On February 22, 2026, Napo received a $
Revenue for supply services and inventory is recognized at a point in time upon delivery and customer acceptance.
Capital structure and Nasdaq compliance
The timing and recognition of the $
License Revenue
For the three months ended March 31, 2026, license fees recognized from the contract with Woodward amounted to $
Collaboration Revenue
Revenue recognition for collaboration agreements requires significant judgment. The Company’s assessments and estimates are based on contractual terms, historical experience, and general industry practice. Revisions in these values or estimations increase or decrease collaboration revenue in the period of revision.
On September 24, 2018, the Company entered into a Distribution, License, and Supply Agreement (“License Agreement”) with Knight Therapeutics (“Knight”). The License Agreement has a term of
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Modifications to Liability-classified Instruments
In accounting for debt modifications and exchange transactions, it is the Company’s policy first to determine whether it qualifies as a troubled debt restructuring (“TDR”) pursuant to the guidance provided in ASC 470-60, Debt—Troubled Debt Restructurings by Debtors (“ASC 470-60”). A debt modification or exchange transaction that is not within the scope of the ASC 470-60 is accounted for under ASC 470-50, Modification and Extinguishments (“ASC 470-50”), to determine if the transaction is a mere modification or an extinguishment.
For the three months ended March 31, 2026 and March 31, 2025, the Company has entered into amendments to the terms of its royalty interests and purchase agreements. The cumulative impact of these amendments resulted in certain extinguishments and modifications (See Note 7).
Modifications to Equity-classified Instruments
In accounting for modifications of equity-classified warrants, the Company’s policy is to determine the impact by analogy to the share-based compensation guidance of ASC 718, Compensation-Stock Compensation (“ASC 718”). The model for a modified share-based payment award that is classified as equity and remains classified in equity after the modification is addressed in ASC 718-20-35-3, Compensation-Stock Compensation—Awards Classified as Equity—Subsequent Measurement. Pursuant to that guidance, the incremental fair value from the modification is recognized as an expense in the statements of operations to the extent the modified instrument has a higher fair value; however, in certain circumstances, such as when an entire class of warrants is modified, the measured increase in fair value may be more appropriately recorded as a deemed dividend, depending upon the nature of the warrant modification.
The Company did not modify any equity-classified warrants for the three months ended March 31, 2026 and 2025.
In accounting for amendments to preferred stock, the Company’s policy is to measure the impact by analogy to ASC 470-50 in determining if such an amendment is an extinguishment or a modification. If the amendment results in an extinguishment, the Company follows the SEC staff guidance in ASC 260-10-S99-2, Earnings Per Share—Overall—SEC Materials, and ASC 470-20, Debt—Debt with Conversion and Other Options. If the amendment results in a modification, the Company follows the model in either ASC 718 or ASC 470-50, depending on the nature of the amendment.
The Company did not modify any equity-classified preferred stock for the three months ended March 31, 2026 and 2025.
Stock-based Compensation
The Company's Stock Incentive Plan (See Note 12) provides for the grant of stock options, restricted stock, and restricted stock unit awards. The Company measures stock awards granted to employees, non-employees, and directors at estimated fair value on the date of grant and recognizes the corresponding compensation expense of the awards, net of estimated forfeitures, over the requisite service periods, which correspond to the vesting periods of the awards. If necessary, forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. The Company issues stock awards with only service-based vesting conditions and records compensation expenses for these awards using the straight-line method.
The Company uses its common stock's grant date fair market value to determine the grant date fair value of options granted to employees, non-employees, and directors. The Company measures and recognizes compensation expense for all stock options and RSUs granted to its employees and directors based on the estimated fair value of the award on the grant date. The Company believes that the fair value of stock options granted to non-employees is more reliably measured than the fair value of the services received. The determination of the grant date fair value of options using an option pricing model is affected by the Company’s estimated common stock fair value and requires management to make a number of assumptions, including the expected life of the option, the volatility of the underlying stock, the risk-free interest rate and expected dividends.
The Company estimates the fair value of stock options using the Black-Scholes option valuation model. The fair value is recognized as an expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis. The fair market value of common stock is based on the closing price of the Company’s common stock as reported on the date of the grant.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are
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measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.
The Company has adopted the provisions of ASC 740, Income Taxes. Under these principles, tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to be recognized in the financial statements. The tax position is the most significant benefit, with a greater than 50 percent likelihood of being realized upon ultimate settlement.
The Company files a consolidated tax return for its related entities.
Foreign Currency Remeasurement and Translation
The functional currency of Napo Therapeutics is the Euro. The Company follows ASC 830, Foreign Currency Matters (“ASC 830”). ASC 830 requires the assets, liabilities, and results of operations of a foreign operation to be measured using the functional currency of that foreign operation. Exchange gains or losses from remeasuring transactions and monetary accounts in a currency other than the functional currency are included in current earnings or losses.
Translation adjustments result from translating the functional currency of subsidiary financial statements into the US Dollar reporting currency. These translation adjustments are reported separately and accumulated in the consolidated balance sheets as a component of accumulated other comprehensive gain or loss.
Comprehensive Gain or Loss
The Company follows ASC 220, Income Statement—Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income and its components (revenue, expenses, gains, and losses) in a full set of general-purpose financial statements.
For the three months ended March 31, 2026 and 2025, the amount of other comprehensive income from translation adjustments were $
Basic and Diluted Net Loss Per Share of Common Stock
Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders for the year by the weighted average number of common stock outstanding during the year. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the year by the weighted average number of common stock, including potential dilutive shares of common stock assuming the dilutive effect of potential dilutive securities. The Company uses the treasury stock method to calculate diluted net loss per share. For years in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because their impact would be anti-dilutive to the calculation of net loss per share. For the three months ended March 31, 2025, the Company reports a combined basic net loss and diluted loss per share of common stock. Diluted net loss per share of common stock is the same as basic net loss per share of common stock for the three months ended March 31, 2026.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
Stock Compensation
In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718): Scope Application of Profit Interest and Similar Awards. This update clarifies how companies account for profit interest and similar awards given to employees or non-employees, which helps determine whether such award fall under stock compensation or general compensation accounting standards. The amendments in this update are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods for entities other than public business entities. The Company adopted this guidance effective January 1, 2026, and the adoption did not have a material impact on its consolidated financial statements.
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Recently Issued Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("DISE"), which requires additional disclosures regarding the nature of expenses included in the income statement. This update responds to investor feedback requesting greater transparency in financial reporting by requiring entities to provide a tabular disclosure of specified natural expense categories within relevant expense captions. The disclosure requirements include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion expenses, among others. Additionally, entities must provide qualitative descriptions of any remaining amounts not separately disaggregated and disclose total selling expenses. The amendments in this update apply to all public business entities and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Entities may apply the requirements prospectively, with an option for retrospective application. Early adoption is permitted. The Company has elected not to early adopt but will monitor the impact of the additional disclosures.
In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update amends the effective date of ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures regarding the nature of expenses included in the income statement. The amendment clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company has elected not to early adopt but will monitor the impact of the additional disclosures.
Consolidation
In June 2025, the FASB issued ASU 2025-03, Consolidation (Topic 810) and Derivatives and Hedging (Topic 815): Amendments to Certain Disclosure and Presentation Requirements, which amends certain disclosure and presentation requirements for consolidation and derivatives. The amendments are intended to improve the clarity and usefulness of disclosures related to variable interest entities and derivative instruments. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company is evaluating the effect of this guidance on its disclosures but does not expect a material impact on its consolidated financial statements. The Company has elected not to early adopt but will monitor the impact of the additional disclosures on its consolidated financial statements.
Financial Instruments—Credit Losses
In November 2025, the FASB issued ASU 2025‑08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. The amendments clarify the accounting for purchased loans within the scope of Topic 326 and retain the gross‑up approach for purchased financial assets with credit deterioration, while clarifying which purchased financial assets are subject to that guidance. The amendments are effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods, and are to be applied prospectively to loans acquired on or after the date of initial application. Early adoption is permitted. The Company has elected not to early adopt but will monitor the impact of this guidance on its consolidated financial statements.
Derivatives and Hedging
In December 2025, the FASB issued ASU 2025‑09, Derivatives and Hedging (Topic 815): Improvements to Hedge Accounting. The amendments refine and expands the existing scope exceptions that exclude certain contracts, including certain R&D funding arrangements, from derivative accounting, and clarifies the accounting for share-based noncash consideration received from a customer. The amendments are effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company has elected not to early adopt but will monitor the impact of this guidance on its consolidated financial statements.
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Government Grants
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This update improves GAAP by establishing authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities, reducing diversity in current practice. The amendments require that a grant be recognized when it is probable that the entity will comply with the attached conditions and the grant will be received. Entities may elect to recognize grants related to assets either as deferred income or as an adjustment to the cost basis of the asset. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2028, and interim periods within those years. The Company is evaluating the effect of this guidance on its consolidated financial statements.
Interim Reporting
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update improves the navigability of required interim disclosures and clarifies when the guidance is applicable to entities that provide interim financial statements in accordance with GAAP. The amendments introduce a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. For public business entities, the ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company has elected not to early adopt but will monitor the impact of the additional disclosures on its consolidated financial statements.
Codification Improvements
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This update addresses suggestions from stakeholders and makes incremental improvements to GAAP by clarifying guidance, correcting errors, and making minor improvements across a variety of Topics. Key amendments include clarifying the calculation of earnings per share when a loss from continuing operations exists and explicitly permitting the excess of treasury stock repurchase price over par value to be accounted for as a deduction from additional paid-in capital, provided the balance does not become negative. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026. The Company is currently assessing the impact this standard will have on its consolidated financial statements and related disclosures.
The Company has assessed recently issued accounting pronouncements and determined that there are no other new standards expected to have a material impact on its financial statements. However, the Company will continue to monitor developments in accounting standards and evaluate their relevance as they arise.
Paid-in-Kind Dividends on Equity-Classified Preferred Stock
In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock, to provide authoritative guidance and eliminate diversity in practice regarding the initial measurement of paid-in-kind (“PIK”) dividends on preferred stock classified as permanent or temporary equity. The amendments require that PIK dividends be initially measured based on the PIK dividend rate stated in the preferred stock agreement, such as multiplying a stated rate by the liquidation value of the preferred stock. These amendments are effective for the Company for annual reporting periods beginning after December 15, 2026, including interim periods within those years, with early adoption permitted in any period for which financial statements have not yet been issued. The update may be applied either on a prospective basis to dividends recognized on or after the initial application date or on a modified retrospective basis for instruments outstanding as of the initial application date. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures and has not yet elected a transition method or an adoption date.
3. Fair Value Measurement
ASC 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:
23
Table of Contents
The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025. The liabilities categorized as Level 3 within the hierarchy below represent notes payable for which the Company has elected the fair value option.
|
|
March 31, 2026 |
|
|||||||||||||||||
|
|
|
|
|
|
|
(unaudited) |
|
|
|
|
|
||||||||
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative asset |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
Total fair value of assets |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Uptown |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
|
|
$ |
|
|
||
Streeterville 2 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||
Streeterville Note |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||
Derivative liability |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||
Convertible Notes |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||
Iliad |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
Total fair value of liabilities |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
|
|
$ |
|
|
||
|
|
December 31, 2025 |
|
|||||||||||||||||
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative asset |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
|
|
$ |
|
|
||
Total fair value of assets |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Uptown |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
|
|
$ |
|
|
||
Streeterville 2 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||
Streeterville Note |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||
Convertible Notes |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||
Iliad |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||
Total fair value of liabilities |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
|
|
$ |
|
|
||
The change in the estimated fair value of Level 3 asset is summarized below:
|
|
Three Months Ended |
|
||
|
|
March 31, 2026 |
|
||
|
|
(unaudited) |
|
||
(in thousands) |
|
Derivative asset (liability) |
|
||
Beginning fair value of Level 3 asset |
|
$ |
|
|
|
Additions |
|
|
|
— |
|
Changes in fair value |
|
|
|
( |
) |
Ending fair value of Level 3 asset (liability) |
|
$ |
|
( |
) |
|
|
Year Ended |
|
||
|
|
December 31, 2025 |
|
||
(in thousands) |
|
Derivative asset |
|
||
Beginning fair value of Level 3 liability |
|
$ |
|
|
|
Additions |
|
|
|
|
|
Exchanges |
|
|
|
— |
|
Ending fair value of Level 3 asset |
|
$ |
|
|
|
24
Table of Contents
The change in the estimated fair value of Level 3 liabilities is summarized below:
|
|
Three Months Ended |
|
||||||||||||||||||||||
|
|
March 31, 2026 |
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
(unaudited) |
|
|
|
|
|
|
||||||||||
(in thousands) |
|
Iliad |
|
|
Uptown |
|
|
Streeterville 2 |
|
|
Streeterville Note |
|
|
Convertible Notes |
|
||||||||||
Beginning fair value of Level 3 liability |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
Additions |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
Exchanges |
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
Converted |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
Extinguishments |
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
— |
|
Settlements |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
Changes in fair value |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Ending fair value of Level 3 liability |
|
$ |
|
— |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
|
|
Year Ended |
|
||||||||||||||||||||||
|
|
December 31, 2025 |
|
||||||||||||||||||||||
(in thousands) |
|
Iliad |
|
|
Uptown |
|
|
Streeterville 2 |
|
|
Streeterville Note |
|
|
Convertible Notes |
|
||||||||||
Beginning fair value of Level 3 liability |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
— |
|
||||
Additions |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
Exchanges |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
( |
) |
Converted |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
Extinguishments |
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
Settlements |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
Changes in fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||||
Ending fair value of Level 3 liability |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
The fair value of the Streeterville Note recognized as a Level 3 liability at the date of issuance and as of March 31, 2026, amounted to $
The Company determined and performed the valuations with the assistance of an independent valuation service provider. On a quarterly basis, the Company considers the main Level 3 inputs for hybrid instruments used derived as follows:
25
Table of Contents
The following table summarizes the quantitative information about the significant unobservable inputs used in Level 3 fair value measurement for the Streeterville Note:
|
|
Range of inputs |
|
|
||
|
|
(probability-weighted average) |
|
Relationship of unobservable inputs |
||
Unobservable inputs |
|
2026 |
2025 |
to fair value |
||
Risk adjusted discount rate |
|
|
|
If discount rate is adjusted to a total of an additional |
||
Sales proceeds: Amount of comparable TDPRV |
|
$ |
|
$ |
|
If expected cash flows by Management considered the highest amount of market indications for vouchers, FV would have decreased by $ |
Range of probability for timing of cash flows: |
|
|
|
If expected cash flows by Management considered the Scenario with the least amount of indicated value, FV would have decreased by $ |
||
The fair value of the Convertible Notes recognized as a Level 3 liability at the date of issuance and as of March 31, 2026, amounted to $
The Company determined and performed the valuation with the assistance of an independent valuation service provider. On a quarterly basis, the Company considers the main Level 3 input for these freestanding financial instruments to be the discount rate, which was determined using a comparison of various effective yields on bonds as of the valuation date
The following table summarizes the quantitative information about the significant unobservable inputs used in Level 3 fair value measurement for the Convertible Promissory Notes:
|
|
Range of inputs |
|
|
||
|
|
(probability-weighted average) |
|
Relationship of unobservable inputs |
||
Unobservable inputs |
|
2026 |
2025 |
to fair value |
||
Risk adjusted discount rate |
|
|
|
If discount rate is adjusted to a total of an additional |
||
For the additional notes designated at FVO that are freestanding, the Company considers only the discount rate which was determined using a comparison of various effective yields on bonds as of valuation date.
The following table summarizes the quantitative information about the significant unobservable inputs used in Level 3 fair value measurement for the remaining instruments that are not classified as hybrid instruments:
|
|
Range of inputs |
|
|
||
|
|
(probability-weighted average) |
|
Relationship of unobservable inputs |
||
Unobservable inputs |
|
2026 |
2025 |
to fair value |
||
Risk adjusted discount rate |
|
|
|
If discount rate is adjusted to a total of an additional |
||
26
Table of Contents
The fair value of the derivative instrument recognized as a Level 3 asset at the date of issuance and as of December 31, 2025, amounted to $
The following table summarizes the quantitative information about the significant unobservable inputs used in the Level 3 fair value measurement for the derivative instrument:
|
|
Range of inputs |
|
|
||
|
|
(probability-weighted average) |
|
Relationship of unobservable inputs |
||
Unobservable inputs |
|
2026 |
2025 |
to fair value |
||
Option-adjusted spread |
|
|
|
If discount rate is adjusted to a total of an additional |
||
Fair Value Option
The Company elected to apply the FVO accounting to certain freestanding instruments and to the entire class of hybrid instruments, including structured notes, of which there are assessed embedded derivatives that would be eligible for bifurcation, to align the measurement attributes of those instruments under US GAAP and to simplify the accounting model applied to these financial instruments.
The valuations of these instruments were predominantly driven by the discount rate and the derivative features embedded within the instruments. The Company determined and performed the valuations of the freestanding and hybrid instruments with the assistance of an independent valuation service provider. The valuation methodology utilized is consistent with the income approach for estimating the fair value of the interest-bearing portion of the instruments and the related derivatives. Cash flows of the financial instruments in their entirety, including the embedded derivatives, are discounted at an appropriate rate for the applicable duration of the instrument. Interests on the interest-bearing portion of the instruments held to maturity and mark-to-market adjustments are aggregated in the changes in fair value of freestanding and hybrid financial instruments designated at FVO in the unaudited condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company did not note any fair value movement on FVO liabilities attributable to any instrument-specific credit risk, which should be recorded in other comprehensive income (loss).
The following tables summarize the fair value and outstanding balance for items the Company accounts for under FVO:
|
|
Fair value |
|
|
Unpaid Principal Balance |
|
|
Accrued Interest |
|
|
Fair Value Over (Under) Outstanding Balance |
|
||||||||
(in thousands) |
|
(unaudited) |
|
|||||||||||||||||
At March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Iliad |
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
— |
|
Uptown |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Streeterville 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Streeterville Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(in thousands) |
|
Fair value |
|
|
Unpaid Principal Balance |
|
|
Accrued Interest |
|
|
Fair Value Over (Under) Outstanding Balance |
|
||||||||
At December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Iliad |
|
$ |
|
|
|
$ |
|
— |
|
|
$ |
|
|
|
$ |
|
( |
) |
||
Uptown |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Streeterville 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Streeterville Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
27
Table of Contents
4. Related Party Transactions
Board of Directors (“BOD”) Cash Compensation
The Company makes BOD cash compensation quarterly based on the Director Compensation Program. For the three months ended March 31, 2026 and 2025, the Company paid its directors approximately $
5. Commitments and Contingencies
Commitments
Leases
On April 6, 2021, the Company entered into an office lease agreement of approximately
The base rent under the lease office was $
On October 7, 2021, the Company entered an agreement for the lease of office premises from November 1, 2021, to April 30, 2022, subject to automatic renewal for subsequent periods until terminated by either party. Base rent amounted to €
On October 25, 2023, the Company entered a second amendment to extend the lease of the office premises whereby Suite 600 shall extend until February 28, 2025, while Suite 400 shall be accounted for as a separate lease commencing on September 1, 2023, and expiring on August 31, 2030. Under the second lease amendment, the office lease premises were remeasured separately, with Suite 400 measuring approximately
On October 10, 2021, the Company also entered a short-term office lease in Milan, Italy. The term of the lease began on November 1, 2021, subject to automatic renewal equal to the present term until terminated by mutual agreement. On January 26, 2022, the lease agreement was amended, whereby the term was extended by
On January 25, 2022, the Company entered an agreement for the lease of office premises from March 1, 2022, to December 31, 2023, subject to automatic renewal for subsequent periods until terminated by either party. Base rent amounted to €
28
Table of Contents
decline the renewal of the contracts. Upon the happening of certain specified events, the lessor may immediately withdraw from the contracts. The Company is required to leave the occupied spaces immediately in the same conditions in which they were found in the event of contract termination or expiry. The Company paid a deposit of €
On March 30, 2022, the Company entered an agreement for the lease of
In May 2022, the Company entered an agreement for the lease of
In October 2022, the Company entered an agreement for the lease of
In November 2022, the Company entered an agreement for the lease of
On October 25, 2023, the Company entered into the second amendment to the lease of the office premises in San Francisco. Under this amendment, the lease term for Suite 400 was changed from February 28, 2025 to August 31, 2030. Additionally, it reflected a remeasurement of the premises, increasing the Company's total rentable area from
On December 8, 2023, the Company entered a
On January 1, 2025, the Company entered into the third amendment to the lease of the office premises in San Francisco. Under this amendment, the lease term for Suite 600 was changed from February 28, 2025 to August 31, 2030, rendering the lease terms for both Suite 400 and Suite 600 coterminous. Additionally, the amendment established a revised rental rate for Suite 600 at $
The table below provides additional details of the office space and vehicle leases presented in the unaudited condensed consolidated balance sheet as of March 31, 2026, and December 31, 2025:
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
2026 |
|
|
2025 |
|
||||
(in thousands) |
|
(unaudited) |
|
|
|
|
|
|||
Operating lease - right-of-use asset - office space |
|
$ |
|
|
|
$ |
|
|
||
Operating lease - right-of-use asset - vehicles |
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
||
Operating lease liability, current |
|
$ |
|
|
|
$ |
|
|
||
Operating lease liability, net of the current portion |
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
||
Weighted-average remaining life (years) |
|
|
|
|
|
|
|
|
||
Weighted-average discount rate |
|
|
|
% |
|
|
|
% |
||
29
Table of Contents
Lease costs included in general and administrative expenses in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, were approximately $
For the three months ended March 31, 2026 and 2025, respectively, cash paid for operating lease liabilities recognized under operating cash flows amounted to approximately $
Non-cash investing and financing activities for the three months ended March 31, 2026 and 2025, including addition to right-of-use assets obtained from new and modified operating liabilities, amount to approximately $
The following table summarizes the undiscounted cash payment obligations for operating lease liability as of March 31, 2026 and December 31, 2025.
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
2026 |
|
|
2025 |
|
||||
(in thousands) |
|
(unaudited) |
|
|
|
|
|
|||
2026 |
|
|
|
|
|
|
|
|
||
2027 |
|
|
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
|
|
||
Total undiscounted operating lease payments |
|
|
|
|
|
|
|
|
||
Imputed interest expenses |
|
|
|
( |
) |
|
|
|
( |
) |
Total operating lease liability |
|
|
|
|
|
|
|
|
||
Operating lease liability, current |
|
|
|
( |
) |
|
|
|
( |
) |
Operating lease liability, net of current portion |
|
$ |
|
|
|
$ |
|
|
||
Purchase Commitment
On September 3, 2020, the Company entered into a manufacturing and supply agreement (the “Agreement”) with Alivus Life Sciences Limited (f/k/a Glenmark Life Sciences Limited) (“Alivus”), pursuant to which Alivus will continue to serve as the Company’s manufacturer of crofelemer for use in Mytesi, the Company’s human prescription drug product approved by the FDA, and for other crofelemer-based products manufactured by the Company or its affiliates for human or animal use. The term of the Agreement is approximately
Asset Transfer and Transition Commitment
On September 25, 2017, the Company entered into the Termination, Asset Transfer, and Transition Agreement with Alivus dated September 22, 2017. As a result of the agreement, the Company now controls commercial rights for Mytesi for all indications, territories, and patient populations globally and also holds commercial rights to the existing regulatory approvals for crofelemer in Brazil, Ecuador, Zimbabwe, and Botswana. In exchange, the Company agrees to pay Alivus
Revenue Sharing Commitment Update
On December 14, 2017, the Company entered into a collaboration agreement with Seed Mena Businessmen Services LLC (“SEED”) for Equilevia™, the Company's non-prescription, personalized, premium product for total gut health in equine athletes. According to the terms of this agreement, the Company will pay SEED
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introduced to the Company by SEED in the form of fees, commissions, payments, or revenue received by the Company or its business associates or partners, and the agreed-upon revenue percentage increases to
Joint Venture - Magdalena Biosciences, Inc.
In January 2023, Jaguar and Filament Health (“Filament”), with Funding from One Small Planet, formed the U.S.-based joint venture Magdalena Biosciences, Inc. (“Magdalena”). Magdalena’s focus is on the development of novel, natural prescription medicines derived from plants for mental health indications, including, initially, attention-deficit/hyperactivity disorder (“ADHD”) in adults. The goal of the collaboration is to extend the botanical drug development capabilities of Jaguar and Filament in order to develop pharmaceutical-grade, standardized drug candidates for mental health disorders and to partner with a potential future licensee to develop and commercialize these novel plant-based drugs. This venture aligns with Jaguar's mental health Entheogen Therapeutics Initiative (“ETI”) and Filament's corporate mission to develop novel, natural prescription medicines from plants. Magdalena will leverage Jaguar's proprietary medicinal plant library and Filament's proprietary drug development technology. Jaguar’s library of
The Company accounted for its
|
|
March 31, |
|
||
|
|
2026 |
|
||
(in thousands) |
|
(unaudited) |
|
||
Revenue |
|
$ |
|
|
|
Operating expenses |
|
|
|
( |
) |
Loss before income tax |
|
|
|
( |
) |
Income tax expense |
|
|
|
|
|
Net loss |
|
$ |
|
( |
) |
Net loss attributable to the Company |
|
$ |
|
( |
) |
The net loss attributable to the Company is included in other income in the consolidated statements of operations.
Securities Purchase and Licensing Agreement
On March 18, 2024, the Company entered into a privately negotiated securities purchase agreement with GEN, pursuant to which the Company issued
The Company determined that the issuance of shares and the license grant should be accounted for as a single arrangement under ASC 606. The fair value of the common stock issued was excluded from the consideration allocated to the revenue unit of account following the separation and initial measurement requirements. The deferred revenue amounting to $
April 2024 Agreement for Gelclair
On April 12, 2024, the Company entered into an exclusive
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The Company paid a non-refundable license fee of €
The Company commenced the commercial launch of Gelclair in October 2024. For the three months ended March 31, 2026, the Company recognized $
Contingencies
On February 3, 2026, a former employee filed a complaint against the Company with the American Arbitration Association (AAA). While we cannot predict the outcome of this matter with certainty, the claim financial result will not exceed our insurance retention for this matter, $
6. Balance Sheet Components
Inventory
Inventory at March 31, 2026 and December 31, 2025 consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
2026 |
|
|
2025 |
|
||||
(in thousands) |
|
(unaudited) |
|
|
|
|
||||
Raw materials |
|
$ |
|
|
|
$ |
|
|
||
Work in process |
|
|
|
|
|
|
|
|
||
Accumulated provision for inventory obsolescence |
|
|
|
( |
) |
|
|
|
( |
) |
Work in process, net |
|
|
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
|
|
||
Total inventory, net |
|
$ |
|
|
|
$ |
|
|
||
Inventory provisions as a result of excess inventory or obsolescence are recorded as a component of cost of sales in the consolidated statements of operations. For the three months ended March 31, 2026 and 2025, inventory provisions were $
Property and Equipment, net
Property and equipment, net at March 31, 2026 and December 31, 2025, consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
2026 |
|
|
2025 |
|
||||
(in thousands) |
|
(unaudited) |
|
|
|
|
|
|||
Land |
|
$ |
|
|
|
$ |
|
|
||
Lab equipment |
|
|
|
|
|
|
|
|
||
Software |
|
|
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
|
|
||
Computers and peripherals |
|
|
|
|
|
|
|
|
||
Total property and equipment at cost |
|
|
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
|
( |
) |
|
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
|
$ |
|
|
||
Depreciation and amortization expenses were $
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Intangible Assets, net
Intangible assets consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
2026 |
|
|
2025 |
|
||||
(in thousands) |
|
(unaudited) |
|
|
|
|
|
|||
Developed technology |
|
$ |
|
|
|
$ |
|
|
||
Accumulated developed technology amortization |
|
|
|
( |
) |
|
|
|
( |
) |
Developed technology, net |
|
|
|
|
|
|
|
|
||
In-process research and development |
|
|
|
|
|
|
|
|
||
Accumulated in-process research and development impairment |
|
|
|
( |
) |
|
|
|
( |
) |
In process research and development, net |
|
|
|
|
|
|
|
|
||
Trademarks |
|
|
|
|
|
|
|
|
||
Accumulated trademark amortization |
|
|
|
( |
) |
|
|
|
( |
) |
Trademarks, net |
|
|
|
|
|
|
|
|
||
Internal use software costs - registry |
|
|
|
|
|
|
|
|
||
Accumulated internal use software costs impairment |
|
|
|
( |
) |
|
|
|
( |
) |
Accumulated internal use software costs amortization |
|
|
|
( |
) |
|
|
|
( |
) |
Internal use software costs - registry, net |
|
|
|
|
|
|
|
|
||
Patents |
|
|
|
|
|
|
|
|
||
Accumulated patents amortization |
|
|
|
( |
) |
|
|
|
( |
) |
Patents, net |
|
|
|
|
|
|
|
|
||
License |
|
|
|
|
|
|
|
|
||
Accumulated license amortization |
|
|
|
( |
) |
|
|
|
( |
) |
License, net |
|
|
|
|
|
|
|
|
||
Total intangible assets, net |
|
$ |
|
|
|
$ |
|
|
||
Amortization expense of finite-lived intangible assets was $
During 2025, in connection with its annual impairment assessment of the Company’s in-process research and development (“IPR&D”) assets, consisting of crofelemer for irritable bowel syndrome ("IBS") and pediatrics ("PEDS"), the Company determined that the combined estimated fair value of these IPR&D programs was less than their carrying amount of $
The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of March 31, 2026:
(in thousands) |
|
|
Amounts |
|
|
2026 |
|
$ |
|
|
|
2027 |
|
|
|
|
|
2028 |
|
|
|
|
|
2029 |
|
|
|
|
|
2030 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
$ |
|
|
|
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Accrued Liabilities
Accrued liabilities at March 31, 2026 and December 31, 2025 consisted of the following:
|
|
March 31, |
|
December 31, |
||
|
|
2026 |
|
2025 |
||
(in thousands) |
|
(unaudited) |
|
|
||
Accrued customer credits |
|
$ |
|
$ |
||
Accrued chargebacks and discounts |
|
|
|
|
||
Accrued share of joint venture losses |
|
|
|
|
||
Accrued vacation |
|
|
|
|
||
Accrued legal costs |
|
|
|
|
||
Accrued royalties |
|
|
|
|
||
Accrued payroll and commission |
|
|
|
|
||
Accrued audit and tax services |
|
|
|
|
||
Accrued in-transit payable |
|
|
|
|
||
Accrued local tax |
|
|
|
|
||
Accrued interest |
|
|
|
|
||
Accrued payroll tax |
|
|
|
|
||
Accrued other |
|
|
|
|
||
Total |
|
$ |
|
$ |
||
Other accrued liabilities as of March 31, 2026 and December 31, 2025 mainly consist of consultancy fees, contract fees and scientific advisory board fees.
7. Debt
Notes payable at March 31, 2026 and December 31, 2025 consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
2026 |
|
|
2025 |
|
||||
(in thousands) |
|
(unaudited) |
|
|
|
|
|
|||
Notes designated at Fair Value Option |
|
$ |
|
|
|
$ |
|
|
||
Streeterville - New Note |
|
|
|
|
|
|
|
|
||
Insurance Financing |
|
|
|
|
|
|
|
|
||
Tempesta Note |
|
|
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
|
|
||
Less: Unamortized discount and debt issuance costs |
|
|
|
( |
) |
|
|
|
( |
) |
Note payable, net of discount |
|
$ |
|
|
|
$ |
|
|
||
Notes payable - non-current, net |
|
$ |
|
|
|
$ |
|
|
||
Notes payable - current, net |
|
$ |
|
|
|
$ |
|
|
||
Weighted average interest rate on short-term borrowings |
|
|
|
% |
|
|
|
% |
||
The Company paid approximately $
All notes payable not designated at FVO are expected to mature in 2026 to 2029. Future maturities are based on contractual minimum payments. The timing of maturities may fluctuate based on future revenue.
Sale of Future Royalty Interest
October 2020 Purchase Agreement
On October 8, 2020, the Company entered into a royalty interest purchase agreement (the “October 2020 Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad”), pursuant to which the Company sold to Iliad a royalty interest entitling Iliad to receive $
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Table of Contents
Until the Royalty Repayment Amount has been paid in full, the Company will pay Iliad
The Royalty Interest amount of $
Pursuant to the October 2020 Purchase Agreement, if the weekly volume weighted average price (“VWAP”) of the Company’s common stock is not equal to or greater than the minimum VWAP of $
The company entered into several exchange agreements from April 13, 2021, to March 9, 2022, whereby the Company agreed to partition $
On April 14, 2022, the Company entered into amendments (the “Royalty Interest Global Amendments”) to its existing royalty interests, including the Royalty Interest in the original principal amount of $
The Company entered into several exchange agreements after the Royalty Interest Global Amendments from May 13, 2022, to November 18, 2022, whereby the Company agreed to partition $
On March 17, 2023 and March 23, 2023, the Company entered into another exchange agreement with Iliad, pursuant to which the parties agreed to partition $
The exchanges that occurred within the 12 months before the May 13, 2022 exchange were previously accounted for as extinguishment; therefore, cumulative assessment was no longer performed.
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Table of Contents
On May 8, 2023, the Company entered into a standstill agreement (as amended, the “Standstill Agreement”) with Iliad, Uptown Capital, LLC (f/k/a Irving Park Capital, LLC) (“Uptown”) and Streeterville (together with Iliad and Uptown, collectively, “Investor”) to allow the Company to refrain from making royalty payments with respect to
On June 28, 2023, the Company entered into the first amendment to the Standstill Agreement, pursuant to which the Standstill Agreement was amended to, among other things, permit (i) the Company to issue an aggregate of
On June 30, 2023, the Company entered into a binding memorandum of understanding (the “Binding MOU”) with the Investor to modify the allocation of the warrants as set forth in the Standstill Agreement such that the Company issued (i) Iliad warrants to purchase up to
On August 14, 2023, the Company entered into an amendment (“the Second Amendment”) to the Standstill Agreement with Iliad and Uptown (together, “Standstill Investor”) to (i) permit the Company to offer and sell securities without triggering the termination of the Standstill Period, and (ii) remove the restriction on Standstill Investor’s ability to buy, sell, or otherwise trade in shares of the Company’s common stock during the Standstill Period.
On September 29, 2023, the Company entered into the Global Amendment No. 2 to the October 2020 Royalty Interest with Iliad, pursuant to which, beginning on January 1, 2026, the monthly Royalty Payment under the October 2020 Purchase Agreement shall be the greater of (a) $
The cumulative effect of the exchanges to the October 2020 Royalty Interest resulted in significant modifications and was accounted for as extinguishment. The Company recorded an extinguishment gain in the consolidated statements of operations amounting to $
The Company irrevocably elected to initially and subsequently apply the FVO accounting to the entire royalty interest. The Company used the valuation report from an independent valuation service provided to measure the reporting date fair value of the royalty interest.
On December 28, 2023, the Company entered into a privately negotiated exchange agreement with Iliad, pursuant to which the Company issued an aggregate of
On January 29, 2024, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of
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Table of Contents
On June 7, 2024, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $
On July 15, 2024, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of
On July 18, 2024, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of
On April 30, 2025, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of
On May 13, 2025, the Company entered into a privately negotiated exchange agreement with Iliad, pursuant to which the Company issued an aggregate of
On May 14, 2025, the Company entered into a privately negotiated exchange agreement with Iliad, pursuant to which the Company issued an aggregate of
On June 27, 2025, the Company entered into privately negotiated exchange agreements (the “Iliad Series M Exchange Agreement” and the “Streeterville Series M Exchange Agreement”) with Iliad and Streeterville, pursuant to which Company issued
On November 17, 2025, the Company entered into amendments (the “Royalty Interest Global Amendments No. 3”) to the October 2020 Royalty Interest with Iliad. Pursuant to these amendments, beginning on April 1, 2026, the monthly royalty payment under each of the Royalty Interests shall be the greater of (a) $
On January 16, 2026, the Company issued the First Pre-Funded Warrants to purchase
On March 31, 2026 and December 31, 2025, the fair value of Iliad's royalty interests was determined to be $
December 2020 Purchase Agreement
On December 22, 2020, the Company entered into a royalty interest purchase agreement (the “December 2020 Purchase Agreement”) with Uptown Capital, LLC(f/k/a Irving Park Capital, LLC) (“Uptown”), a company affiliated with Chicago Venture Partners, L.P. (“CVP”). CVP is an institutional investor that has provided various financing facilities to the Company. Pursuant to this agreement, the Company sold to Uptown a royalty interest entitling Uptown to receive $
Until such time as the Uptown Royalty Repayment Amount has been paid in full, the Company will pay Uptown
37
Table of Contents
At initial recognition, the December 2020 Royalty Interest amount of $
On April 14, 2022, under the Royalty Interest Global Amendments, the Company was granted, at its sole discretion, the right to exchange, from time to time, all or any of the Royalty Interest under the original principal amount of $
On February 8, 2023, the Company entered into an exchange agreement with Uptown, pursuant to which the parties agreed to partition $
On May 8, 2023, the Company entered into an exchange agreement with Uptown to partition a new royalty interest in the Uptown Royalty Repayment Amount of $
On the same date, the Company entered into the Standstill Agreement as described above, pursuant to which the Company may refrain from making royalty payments on the December 2020 Royalty Interest during the Standstill Period.
On September 29, 2023, the Company entered into the Global Amendment No. 2 to the December 2020 Royalty Interest with Uptown, pursuant to which, beginning on January 1, 2026, the monthly Royalty Payment under the December 2020 Royalty Interest shall be the greater of (a) $
On the same date, the Company entered into a privately negotiated exchange agreement with Uptown (the “Exchange Agreement”), pursuant to which the Company issued an aggregate of
The cumulative effect of the exchanges to the December 2020 Royalty Interest resulted in significant modifications and was accounted for as extinguishment. The Company recorded an extinguishment gain in the consolidated statements of operations amounting to $
The Company irrevocably elected to initially and subsequently apply the FVO accounting to the entire royalty interest. The Company used the valuation report from an independent valuation service provided to measure the reporting date fair value of the royalty interest.
On January 28, 2025, the Company entered into a privately negotiated exchange agreement with Uptown, pursuant to which the Company issued
38
Table of Contents
On November 17, 2025, the Company executed the Royalty Interest Global Amendments No. 3 regarding the December 2020 Royalty Interest with Uptown. Pursuant to these amendments, beginning on April 1, 2026, the monthly royalty payment under each of the Royalty Interests shall be the greater of (a) $
On March 6, 2026, the Company entered into global amendments to its existing royalty interests with Uptown. Under the Uptown 2020 Royalty Interest Global Amendment No. 4, the starting date for monthly royalty payments was postponed from April 1, 2026, to July 1, 2026. Additionally, the Royalty Repayment Amount for the agreement was reduced by
On March 31, 2026 and December 31, 2025, the fair value of Uptown's royalty interests was determined to be $
March 2021 Purchase Agreement
On March 8, 2021 (the “Closing Date”), the Company entered into a purchase agreement (the “March 2021 Purchase Agreement”) with Streeterville, a company affiliated with CVP, pursuant to which the Company sold a royalty interest entitling Streeterville to $
The Company is obligated to make minimum royalty payments on a monthly basis beginning at the earlier of (a) 36 months following the Closing Date or (b)
At initial recognition, the March 2021 Royalty Interest amount of $
On April 14, 2022, under the Royalty Interest Global Amendments, the Company is granted, at its sole discretion, the right to exchange, from time to time, all or any of the Royalty Interest under the original principal amount of $
The Company entered into several exchange agreements after the Royalty Interest Global Amendments from August 17, 2022, to September 30, 2022, whereby the Company agreed to partition $
39
Table of Contents
On March 1, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued an aggregate of
The exchanges of Series J Preferred Stock were accounted for as extinguishment. Because the fair value of the common stock transferred is less than the carrying amount of the Series J Preferred Stock surrendered, the difference was credited to retained earnings and added to earnings available to common shareholders.
Interest expenses for the three months ended March 31, 2026 and 2025, was approximately, $
August 2022 Purchase Agreement
On August 24, 2022, the Company entered into another royalty interest purchase agreement (the “August 2022 Purchase Agreement”) with Streeterville, pursuant to which the Company sold Streeterville a royalty interest to receive $
The Company is obligated to make minimum royalty payments on a monthly basis beginning on January 1, 2024 (the “Payment Start Date”) in an amount equal to the greater of (A) a tiered monthly amount starting at $
Pursuant to the terms of the August 2022 Purchase Agreement, the Company has the right to exchange from time to time, at the Company’s sole discretion, all or any portion of the August 2022 Royalty Repayment Amount for shares of voting common stock at a price per share equal to the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) as of the date of the applicable exchange. At issuance, based on projected cash outflows from future revenue streams, the discount rate was
On September 29, 2023, the Company entered into Global Amendment No. 1 and Global Amendment No. 2 to the August 2022 Royalty Interest with Streeterville. Under these amendments: (a) beginning on January 1, 2026, the monthly royalty payment shall be the greater of (x) $
At any time following an Event of Default, Investor may elect to increase the August 2022 Royalty Repayment Amount by
The cumulative effect of the exchanges to the August 2022 Royalty Interest resulted in significant modifications, which were accounted for as extinguishment. The Company recorded an extinguishment loss in the consolidated statements of operations amounting to $
The Company irrevocably elected to initially and subsequently apply the FVO accounting to the entire royalty interest. The Company used the valuation report from an independent valuation service provided to measure the reporting date fair value of the royalty interest.
40
Table of Contents
On January 29, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville pursuant to which the Company issued
On February 14, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued
On September 30, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued
On November 17, 2025, the Company executed the Royalty Interest Global Amendments No. 3 regarding the August 2022 Royalty Interest with Streeterville. Pursuant to these amendments, beginning on April 1, 2026, the monthly royalty payment under each of the Royalty Interests shall be the greater of (a) $
On January 16, 2026, the Company issued the Second Pre-Funded Warrants to purchase
On March 6, 2026, the Company entered into global amendments to its existing royalty interests with Streeterville. Under the Streeterville 2022 Royalty Interest Global Amendment No. 4, the starting date for monthly royalty payments was postponed from April 1, 2026, to July 1, 2026. Additionally, the Royalty Repayment Amounts for the agreement was reduced by
On March 31, 2026 and December 31, 2025, the fair value of Streeterville's royalty interests was determined to be approximately $
Streeterville Note
On January 13, 2021, the Company issued a secured promissory note to Streeterville in the original principal amount of $
At any time following the occurrence of a trial failure which refers to any of the following: (i) the Company abandons the clinical trial with NP-300 for an indication for the symptomatic relief of infectious diarrhea for cholera; (ii) the Company fails to start the Phase 1 clinical trial of NP-300 for the symptomatic relief of infectious diarrhea for cholera by July 1, 2022; or (iii) the Company fails to meet all primary endpoints in the pivotal trials of NP-300 for the symptomatic relief if infectious diarrhea for cholera with statistical significance, Streeterville may elect to increase the outstanding balance as of the date of the trial failure by
Streeterville is entitled to a maximum of
Beginning on the earlier of (a)
41
Table of Contents
event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to Streeterville
After Streeterville becomes aware of the occurrence of any default, Streeterville may accelerate the note, with the outstanding balance becoming immediately due and payable in cash at the Mandatory Default Amount (i.e., the outstanding balance following the application of the Default Effect). Streeterville reserves the right to declare the outstanding balance immediately due and payable at any time following the default. Default Effect means multiplying the outstanding balance as of the date of default by
In connection with the note issuance, the Company has entered into a security agreement with Streeterville, pursuant to which Streeterville will receive a first priority security interest in all existing and future NP-300 technology and any TDPRV and the sale proceeds therefrom that may be granted to the Company by the FDA in connection with the development of NP-300 for the cholera indication. The Company also agreed, with certain exceptions, not to grant any lien on any of the collateral securing the note and not to grant any license under any of the intellectual property relating to such collateral. The grant of security interest has become effective in April 2021.
The Company irrevocably elected to initially and subsequently apply the FVO accounting to the entire note. The fair value at the transaction date was equal to the cash proceeds received of $
On January 29, 2025, the Company entered into an amendment to its secured promissory note with Streeterville to extend the maturity date of the note to July 20, 2025. On February 13, 2025, the Company entered into another amendment to extend the maturity date of the note to January 20, 2026.
On November 17, 2025, the Company entered into an amendment to its secured promissory note with Streeterville to extend the maturity date of the note to April 1, 2026.
On March 6, 2026, the Company and Napo, amended two secured promissory notes with Streeterville. The maturity date of the 2021 Note was extended to
On March 31, 2026 and December 31, 2025, the fair value of the Streeterville note was determined to be $
Convertible Notes
On March 26, 2025, the Company entered into securities purchase agreements with selected accredited investors (the “Accredited Investors”) pursuant to which the Company issued approximately $
On March 31, 2025, the Company closed the Bridge Financing, in which the Company issued approximately $
The Convertible Notes were immediately convertible, at each holder’s option, in part or in full, into an aggregate of
42
Table of Contents
officer, director, employee or consultant of the Company (the “Insiders”), and $
The Company irrevocably elected to initially and subsequently apply the FVO accounting to the entire note. The fair value at the transaction date was equal to the cash proceeds received of $
Replacement Notes
On June 24, 2025, the Company completed a private exchange transaction with selected accredited investors (the “Participating Investors”), issuing approximately $
The Replacement Notes would mature on
The Company was subject to covenants under the Replacement Notes, including restrictions on dividend payments and the requirement to use net proceeds exceeding $
On March 31, 2026 and December 31, 2025, the fair value of the Convertible Notes was determined to be $
Streeterville New Note
Secured Promissory Note
On November 12, 2025, the Company entered into a note purchase agreement with Streeterville, pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $
On November 12, 2025, Streeterville paid $
The Secured Promissory Note bears interest at a rate of
Beginning on the 12-month anniversary of the issuance date, Streeterville has the right to redeem up to $
The operating guidelines of JAGX Holdings contain restrictive covenants that, until the JAGX Holdings Note is repaid in full, prohibit JAGX Holdings from taking certain actions without the prior written consent of the Investor, including amending its
43
Table of Contents
organizational or operating documents; issuing additional membership interests or equity rights; purchasing assets or conducting business operations; incurring any additional debts, liabilities, or obligations; granting any security interests, liens, or encumbrances on its assets; dissolving, winding up, or liquidating the subsidiary or its assets; or merging with or into any other entity.
Additionally, the Company is required to grant Streeterville online access to monitor the JAGX Holdings deposit account until the JAGX Holdings Note is paid in full. The Investor is expressly designated as a third-party beneficiary with the right to enforce these restrictive covenants and terms of the operating guidelines.
On March 6, 2026, the Company entered into an amendment with Streeterville to the Secured Promissory Note. Pursuant to this amendment, the maturity date of the Secured Promissory Note is extended to
Interest expense for the three months ended March 31, 2026, was approximately $
Restricted Cash
As of November 12, 2025, JAGX Holdings deposited $
Pursuant to the Note Purchase Agreement and the DACA, the Company is restricted from withdrawing funds from the Deposit Account unless the balance exceeds the defined collateral requirement. The initial collateral requirement is $
The Company evaluated the contractual terms of the Secured Promissory Note in accordance with ASC 815, Derivatives and Hedging, to determine whether any embedded features require bifurcation from the host debt instrument. The embedded features identified include: (i) the Prepayment Clause, (ii) the Redemption Clause, (iii) the Mandatory Prepayment provision, (iv) the Increase in Outstanding Balance upon the occurrence of Trigger Events, (v) the Repayment of the Increased Outstanding Balance upon an Event of Default, and (vi) the Increase in Interest Rate upon an Event of Default.
Based on its assessment, the Company determined that the Increase in Outstanding Balance upon the occurrence of Trigger Events and the Repayment of the Increased Outstanding Balance upon an Event of Default are not clearly and closely related to the host debt instrument and therefore require bifurcation and separate accounting as derivative instruments. Although the Increase in Interest Rate upon the occurrence of an Event of Default has been assessed not clearly and closely related to the host debt instrument, it does not meet the definition of a derivative and, therefore, is not subject to bifurcation. The Prepayment Clause, Redemption Clause, and Mandatory Prepayment provision were determined to be clearly and closely related to the Note and, therefore, do not require bifurcation.
The embedded derivatives are not designated as hedging instruments and are accounted for separately from the host debt instrument. The derivatives are remeasured at each reporting date, with changes in fair value recognized in the consolidated statements of operations.
The embedded derivative is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. The fair value was determined based on an independent valuation report prepared by a third-party valuation specialist. The valuation utilized a Black-Derman-Toy (“BDT”) binomial lattice model in conjunction with a discounted cash flow (“DCF”) methodology. The valuation incorporates a discount rate derived from the risk-free rate plus a weighted option-adjusted spread (“OAS”). The risk-free rate is based on the US Treasury Daily Treasury Par Yield Curve, converted to spot rates using a bootstrapping approach. The weighted OAS reflects a blended credit profile of Jaguar and Lakeside Bank, considering the portion of proceeds held as collateral with Lakeside Bank and the remaining balance available for Jaguar’s use. As of the valuation date, the blended exposure approximates
As of March 31, 2026, the fair value of the embedded derivative was approximately $
44
Table of Contents
offset against the carrying amount of the Secured Promissory Note or against any collateral arrangements.
Securities Purchase Agreements and Promissory Notes
On January 6, 2026, the Company entered into securities purchase agreements with
As an inducement for the investors to enter into the agreements, the Company issued warrants to purchase an aggregate of 1
Insurance Financing
March 2024 First Insurance Financing
In March 2024, the Company entered into a premium finance agreement for $
May 2024 First Insurance Financing
In May 2024, the Company entered into a premium finance agreement for $
March 2025 First Insurance Financing
In March 2025, the Company entered into a premium finance agreement for $
May 2025 First Insurance Financing
In May 2025, the Company entered into a premium finance agreement for $
March 2026 First Insurance Financing
In March 2026, the Company entered into a premium finance agreement for $
45
Table of Contents
2019 Tempesta Note
In October 2019, the Company entered into a License Termination and Settlement Agreement with Dr. Michael Tempesta (“Tempesta”), pursuant to which certain royalty payment disputes between the Company and Tempesta were settled. Per the terms of the Agreement, Tempesta received $
8. Warrants
The following table summarizes information about warrants outstanding and exercisable into shares of the Company’s common stock as of March 31, 2026, and December 31, 2025:
|
March 31, |
|
|
December 31, |
|
||
|
2026 |
|
|
2025 |
|
||
|
(unaudited) |
|
|
|
|
||
Warrants outstanding, beginning balance |
|
|
|
|
|
||
Issuances |
|
|
|
|
|
||
Exercises |
|
( |
) |
|
|
( |
) |
Expirations and cancelations |
|
( |
) |
|
|
— |
|
Warrants outstanding, ending balance |
|
|
|
|
|
||
As of March 31, 2026 and 2025, the Company’s outstanding warrants have an exercise price ranging from $
Standstill Agreement
Pursuant to the Company’s entry in the Standstill Agreement, as amended by the Binding MOU, as described further above, the Company agreed to issue (i) Iliad warrants to purchase up to
The Standstill Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on the later of (i) January 1, 2024, and (ii) the date on which the Stockholder Approval is obtained (the “Standstill Warrant Initial Exercise Date”) and ending on the
At the date of the Standstill Agreement, the warrants were valued at approximately $
Royalty Interest Global Amendments
On September 29, 2023, the Company entered into Royalty Interest Global Amendments to (i) the October 2020 Royalty Interest with Iliad, (ii) the December 2020 Royalty Interest with Uptown, and (iii) the August 2022 Royalty Interest with Streeterville, pursuant to which, among other things, the Company agreed to issue to (i) Iliad warrants to purchase up to
The Royalty Interest Global Amendment Warrants may be exercisable for cash or on a cashless basis at any time and from time to time during the period commencing on September 29, 2023 (the “Royalty Interest Global Amendment Initial Exercise Date”) and ending on the
46
Table of Contents
At the date of the Royalty Interest Global Amendments, the warrants were valued at $
Convertible Notes Warrants
On March 31, 2025, the Company closed the Bridge Financing, in which the Company issued approximately $
The Convertible Notes were immediately convertible, at each holder’s option, in part or in full, into an aggregate of
Replacement Notes Warrants
On June 24, 2025, the Company completed a private exchange transaction with the Participating Investors, issuing approximately $
Common and Wainwright Warrants
On May 20, 2025, the Company entered into a securities purchase agreement with selected institutional investors for a registered direct offering of
Brown Stone Pre-funded Warrants
On September 28, 2025, the Company entered into a securities purchase agreement with Brown Stone Capital Limited (“Brown Stone”), pursuant to which the Company issued and sold to Brown Stone (i)
Iliad Pre-funded Warrants
On December 9, 2025, the Company entered into an exchange agreement with Iliad, pursuant to which the Company issued
On December 11, 2025, the Company entered into a second exchange agreement with Iliad, pursuant to which the Company issued
47
Table of Contents
January 2026 Common Stock Warrants
On January 6, 2026, the Company issued warrants (the “January 2026 Warrants”) to purchase up to an aggregate of
Royalty and Preferred Stock Exchange Transactions
On January 16, 2026, the Company entered into a series of privately negotiated exchange agreements with Iliad and Streeterville to reduce outstanding debt and retire certain classes of preferred stock. Pursuant to the exchange agreements, the Company issued six separate pre-funded common stock purchase warrants exercisable for an aggregate of
The transactions are summarized as follows:
The Pre-Funded Warrants are exercisable immediately and provide that the number of shares that may be exercised shall be limited to ensure that the number of shares of common stock beneficially owned by the holder, together with its affiliates and certain related parties, does not exceed
9. Preferred Stock
As at March 31, 2026 and December 31, 2025, preferred stock consisted of the following:
March 31, 2026 |
|
|||||||||||||||||
(unaudited) |
|
|||||||||||||||||
(in thousands, except share and per share data) |
|
Shares |
|
|
Issued and |
|
|
Carrying |
|
|
Preference |
|
||||||
Series |
|
Designated |
|
|
Outstanding |
|
|
Value |
|
|
per Share |
|
||||||
A |
|
|
|
|
|
|
|
$ |
|
— |
|
|
$ |
|
— |
|
||
B |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
B-1 |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
B-2 |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
C |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
D |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
E |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
F |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
G |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
H |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
I |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
J |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
K |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
L |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
M |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|||
N |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
||||
48
Table of Contents
December 31, 2025 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation |
|
|||||
(in thousands, except share and per share data) |
|
Shares |
|
|
Issued and |
|
|
Carrying |
|
|
Preference |
|
||||||
Series |
|
Designated |
|
|
Outstanding |
|
|
Value |
|
|
per Share |
|
||||||
A |
|
|
|
|
|
|
|
$ |
|
— |
|
|
$ |
|
— |
|
||
B |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
B-1 |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
B-2 |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
C |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
D |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
E |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
F |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
G |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
H |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
I |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
J |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
||
K |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
L |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
M |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|||
N |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
||||
The Company is authorized to issue a total of
Series K Preferred Stock
On February 26, 2025, the Company entered into a Rights Agreement with Equiniti Trust Company, LLC, as Rights Agent, designating
At issuance, the Rights were embedded in the common stock and not exercisable. They would become exercisable and trade independently only if a person or group became an “Acquiring Person” by obtaining
Series L Preferred Stock
On May 14, 2025, the Company entered into privately negotiated exchange agreements with Iliad and Streeterville, under which the Company issued
On January 16, 2026, the Company issued the Third and Fourth Pre-Funded Warrants to purchase
49
Table of Contents
Series M Preferred Stock
On June 27, 2025, the Company entered into privately negotiated exchange agreements (the “Iliad Series M Exchange Agreement” and the “Streeterville Series M Exchange Agreement”) with Iliad and Streeterville, pursuant to which Company issued
During the fourth quarter of 2025, the Company entered into privately negotiated exchange agreements to retire shares of Series M Preferred Stock.
On November 17, 2025, the Company entered into an exchange agreement with Streeterville, pursuant to which the Company issued
On December 9, 2025, the Company entered into an exchange agreement with Iliad, pursuant to which the Company issued
On December 11, 2025, the Company entered into a second exchange agreement with Iliad, pursuant to which the Company issued
On January 16, 2026, the Company issued the Fifth and Sixth Pre-Funded Warrants to purchase
Series N Preferred Stock
On September 9, 2025, the Company entered into PIPE Purchase Agreements with the Purchasers, pursuant to which the Company issued
During the second half of December 2025, the Purchasers exchanged
Series O Preferred Stock
In connection with the preferred stock dividend, on March 2, 2026 the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series O Convertible Preferred Stock with the Secretary of State of the State of Delaware, to designate
As of March 31, 2026, the Series O Convertible Preferred Stock had a liquidation preference of $
50
Table of Contents
1
On March 1, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued an aggregate of
The Company determined that the nature of the Series J Preferred Stock host was more analogous to a debt instrument and that the economic characteristics and risks of the embedded redemption features were clearly and closely related to the Series J Preferred Stock host. As such, the redemption features were not required to be bifurcated under ASC 815, Derivatives and Hedging. Since the Series J Preferred Stock is redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company’s control, they have been classified as mezzanine equity in the consolidated balance sheets.
On March 5, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued
On March 19, 2024, the Company entered into another privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued
Reclassification of Temporary Equity
On May 14, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued
As of March 31, 2026 and December 31, 2025, the Company had
11. Stockholders' Deficit
As of March 31, 2026 and December 31, 2025, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows:
|
March 31, |
|
|
December 31, |
|
||
|
2026 |
|
|
2025 |
|
||
|
(unaudited) |
|
|
|
|
||
Options issued and outstanding |
|
|
|
|
|
||
Inducement options issued and outstanding |
|
|
|
|
|
||
Options available for grant under stock option plans |
|
|
|
|
|
||
Restricted stock unit awards issued and outstanding |
|
|
|
|
|
||
Warrants issued and outstanding |
|
|
|
|
|
||
Total |
|
|
|
|
|
||
Common Stock
The holders of voting common stock are entitled to
51
Table of Contents
The holders of non-voting common stock are not entitled to vote, except on an as-converted basis with respect to any change of control of the Company that is submitted to the stockholders of the Company for approval. Shares of the Company's non-voting common stock have the same rights to dividends and other distributions and are convertible into shares of the Company's common stock on a
At a special meeting of stockholders of the Company held on September 30, 2022, the stockholders approved an increase in the number of authorized shares of the Company’s voting common stock, par value $
At a special meeting of stockholders of the Company held on April 20, 2026, the stockholders approved an increase in the number of authorized shares of the Company’s voting common stock, par value $
The Company is now authorized to issue a total number of
Stockholder Rights Plan
On February 26, 2025, the Company adopted a stockholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of its common stock and non-voting common stock. The rights were designed to protect the interests of all stockholders by reducing the likelihood of a hostile takeover. Each right would initially entitle holders to purchase a fraction of a share of newly designated Series K Junior Participating Preferred Stock at a specified exercise price, subject to adjustment. The rights would become exercisable only upon the occurrence of certain events, unless earlier redeemed, exchanged, or terminated pursuant to the terms of the rights agreement. The rights expired on February 26, 2026.
Reverse Stock Splits
On March 18, 2025, the Company approved a ninth amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a 1-for-25 reverse stock split of the Company’s issued and outstanding shares of voting common stock, effective March 24, 2025.
On April 20, 2026, the Company approved an eleventh amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a 1-for-35 reverse stock split of the Company’s issued and outstanding shares of voting common stock, effective April 30, 2026.
The reverse stock split reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding non-voting common stock and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such non-voting common stock, stock options, and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time will be reduced proportionately. The reverse stock split did not change the total number of authorized shares of common stock or preferred stock. All share and per share amounts of the Company’s common stock, as well as stock options, RSUs, and warrants included in the accompanying consolidated financial statements have been retroactively adjusted to give effect to the reverse stock split for all periods presented, unless indicated otherwise.
At the Market Offering (“ATM”)
ATM Agreement
On December 10, 2021, the Company entered into an ATM Agreement, pursuant to which the Company may offer and sell, from time to time through Ladenburg, shares of common stock having an aggregate offering price of up to $
On February 2, 2022, the Company entered into an amendment to the ATM Agreement, pursuant to which, the aggregate offering amount of the shares of the Company’s common stock which the Company may sell and issue through Ladenburg, as the sales agent, was increased from $
On May 17, 2024, the Company entered into a second amendment to the ATM Agreement, pursuant to which the previous $
52
Table of Contents
On July 17, 2024, the Company entered into a third amendment to the ATM Agreement with Ladenburg and Lucid Capital Markets, LLC (“Lucid”). Pursuant to the July 17, 2024 amendment, Lucid was added as a party and manager under the agreement, effective beginning July 17, 2024 and ending on September 30, 2024, unless extended by the parties to the agreement.
On November 13, 2024, the Company entered into a fourth amendment to the ATM Agreement with Ladenburg and Lucid. Pursuant to the November 13, 2024 amendment, Lucid’s term as manager under the ATM Agreement was retrospectively extended from September 30, 2024 to November 30, 2024, unless further extended by the parties to the agreement.
On February 4, 2025, the Company entered into a fifth amendment to the ATM Agreement with Ladenburg and Lucid. Pursuant to this amendment, Lucid’s term as manager under the ATM Agreement was retrospectively extended from November 30, 2024 to June 30, 2025, unless further extended by the parties to the agreement.
On August 14, 2025, the Company entered into a sixth amendment to the ATM Agreement with Ladenburg and Lucid. Pursuant to this amendment, Lucid’s term as manager under the ATM Agreement was extended retrospectively from June 30, 2025 to December 31, 2025, unless further extended by the parties to the agreement.
During the three months ended March 31, 2026, the Company issued an aggregate of
Royalty Interests Exchanges for Common Stock Issuances
In November and December 2025, the Company issued an aggregate of
Pre-funded Warrants
In connection with the exchange of royalty interest debt and the retirement of Series L and Series M Perpetual Preferred Stock on January 16, 2026, the Company issued six separate pre-funded common stock purchase warrants to Iliad and Streeterville. These warrants are exercisable for an aggregate of
Series N Exchange for Common Stock Issuance
On December 8, 2025, the Company held a special meeting of stockholders where stockholders approved proposals related to the issuance of shares of Common Stock upon exchange of
Noncontrolling Interest
As a result of the merger on November 3, 2021 between Napo EU and Dragon SPAC, the Company assumed a noncontrolling interest amounting to $
For the three months ended March 31, 2026 and 2025, noncontrolling interest decreased by $
12. Stock-based Compensation
2014 Stock Incentive Plan
Effective May 12, 2015, the Company adopted the Jaguar Health, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan provides options, restricted stock, and RSUs to eligible employees, directors, and consultants to purchase the Company's common stock. The term of an incentive stock option may not exceed
53
Table of Contents
As of March 31, 2026,
2020 New Employee Inducement Award Plan
Effective June 16, 2020, the Company adopted the Jaguar Health, Inc. New Employee Inducement Award Plan (“2020 Inducement Award Plan”) and, subject to the adjustment provisions of the 2020 Inducement Award Plan, the Company reserved
On August 13, 2024, the BOD of the Company approved an amendment to the 2020 Inducement Award Plan to reserve an additional
As of March 31, 2026,
Stock Options and Restricted Stock Units (“RSUs”)
The Company grants RSUs to employees and directors under the 2014 Plan and the 2020 Inducement Award Plan. During the three months ended March 31, 2026, the Company granted
The following table summarizes the incentive plan activity for the three months ended March 31, 2026, and the year ended December 31, 2025:
(in thousands, except share and per share data) |
|
Shares Available for Grant |
|
|
Stock Options Outstanding |
|
|
RSUs Outstanding |
|
|
Weighted Average Stock Option Exercise Price |
|
|
Weighted Average Remaining Contractual Life (Years) |
|
|
Aggregate Intrinsic Value* |
|
||||||||
Balances as of January 1, 2025 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
— |
|
|||||
Additional shares authorized |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
||
Options granted |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Options canceled |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
RSUs granted |
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
||
RSUs vested and released |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
||
RSUs cancelled |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
||
Outstanding at December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
— |
|
|||||
Additional shares authorized |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
||
Options granted |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||
Options canceled |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
RSUs granted |
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|||
RSUs vested |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
||
RSUs cancelled |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
||
Outstanding at March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
— |
|
|||||
Exercisable at March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
— |
|
|||||
Vested and expected to vest at March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
— |
|
|||||
* The fair market value of Jaguar stock on March 31, 2026, was $
54
Table of Contents
The intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair market value of the Company's common stock for in-the-money options.
The number of options exercised during the three months ended March 31, 2026, and the year ended December 31, 2025, were
The weighted average grant date fair value of stock options granted was $0 per share during the three months ended March 31, 2026, and $
The number of options that were vested for the three months ended March 31, 2026, and for the year ended December 31, 2025, was
Stock-Based Compensation
The following table summarizes stock-based compensation expenses related to stock options, inducement stock options, and RSUs for the three months ended March 31, 2026 and 2025, and are included in the unaudited condensed consolidated statements of operations as follows:
|
|
Three Months Ended |
|
|
|||||||
|
|
March 31, |
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
||||
(in thousands) |
|
(unaudited) |
|
|
|||||||
Research and development expense |
|
$ |
|
|
|
$ |
|
|
|
||
Sales and marketing expense |
|
|
|
|
|
|
|
|
|
||
General and administrative expense |
|
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
$ |
|
|
|
||
As of March 31, 2026 and December 31, 2025, the Company had $
No range of assumptions was set forth and used in calculating the fair value of options granted during the three months ended March 31, 2026 and 2025, respectively.
401(k) Plan
The Company sponsors a 401(k) defined contribution plan covering all employees.
13. Net Loss Per Share
The following table presents the calculation of basic and diluted net loss per share of common stock for the periods indicated:
|
|
Three Months Ended |
|
|||||||
|
|
March 31, |
|
|||||||
(In thousands, except share and per share data) |
|
2026 |
|
|
2025 |
|
||||
|
|
(unaudited) |
|
|||||||
Net loss attributable to common stockholders |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
Shares used to compute net loss per common stock, basic and diluted |
|
|
|
|
|
|
|
|
||
Net loss per share attributable to common stockholders, basic and diluted |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
Basic net loss per share is calculated by dividing net loss by the weighted average number of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, and certain common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company's potential securities, including warrants, convertible preferred series stock and other common stock equivalents, were excluded because their effect is anti-dilutive. For the prior periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding.
55
Table of Contents
The following are the other common stock equivalents of the Company for the three months ended March 31, 2026 and for the year ended December 31, 2025:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(unaudited) |
|
|
|
|
||
Options issued and outstanding |
|
|
|
|
|
|
||
Inducement options issued and outstanding |
|
|
|
|
|
|
||
Options available for grant under stock option plans |
|
|
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|
||
Restricted stock units issued and outstanding |
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|
||
Warrants issued and outstanding |
|
|
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|
||
Total |
|
|
|
|
|
|
||
14. Segment Data
The Company has
The accounting policies used in the segment reporting are the same as those described in the summary significant accounting policies (Note 2). The Company’s CODM is the chief financial officer. The CODM primarily utilizes segment's net comprehensive profit or loss as the key indicator in assessing the segment's performance and allocating resources.
The Company's reportable segments' net revenues and net loss for the three months ended March 31, 2026 and 2025, consisted of the following:
|
|
Three Months Ended |
|
||||||||||||
(in thousands) |
|
March 31, 2026 |
|
||||||||||||
|
|
(unaudited) |
|
||||||||||||
|
|
Human Health |
|
|
Animal Health |
|
|
Total |
|
||||||
External revenue |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
Less: Segment expenses |
|
|
|
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|
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|
|
|
|||
Cost of revenue |
|
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|
|
|||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing |
|
|
|
|
|
|
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|
|
|
|
|
|||
General and administrative |
|
|
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|
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|
|||
Interest |
|
|
|
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|
|
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|
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|
|
|||
Other segment items* |
|
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|
|
|
|||
Segment expenses |
|
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|
|
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|
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|
|||
Segment net comprehensive income (loss) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Reconciliation of net comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Adjustments and reconciling items** |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated net comprehensive loss |
|
|
|
|
|
|
|
|
|
$ |
|
|
|||
56
Table of Contents
|
|
Three Months Ended |
|||||||
(in thousands) |
|
March 31, 2025 |
|||||||
|
|
(unaudited) |
|||||||
|
|
Human Health |
|
Animal Health |
|
Total |
|||
External revenue |
|
$ |
|
$ |
|
$ |
|||
Less: Segment expenses |
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
|
|||
Research and development |
|
|
|
|
|
|
|||
Sales and marketing |
|
|
|
|
|
|
|||
General and administrative |
|
|
|
|
|
|
|||
Interest |
|
|
— |
|
|
— |
|
|
— |
Other segment items* |
|
|
|
|
|
|
|||
Segment expenses |
|
|
|
|
|
|
|||
Segment net comprehensive loss |
|
$ |
( |
|
$ |
( |
|
$ |
( |
|
|
|
|
|
|
|
|
|
|
Reconciliation of net comprehensive loss |
|
|
|
|
|
|
|
|
|
Adjustments and reconciling items** |
|
|
|
|
|
|
|
|
|
Consolidated net comprehensive loss |
|
|
|
|
|
|
|
$ |
( |
*Other segment items for each reportable segment include:
**Adjustments and reconciling items include intercompany elimination entries
The Company's reportable segments assets consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
2026 |
|
|
2025 |
|
||||
(in thousands) |
|
(unaudited) |
|
|
|
|
|
|||
Segment assets |
|
|
|
|
|
|
|
|||
Human Health |
|
$ |
|
|
|
$ |
|
|
||
Animal Health |
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
$ |
|
|
||
For the three months ended March 31, 2026 and 2025, the Company’s operations were divided into two geographical locations, Europe and the US. The carrying value of long-term assets in Europe totaled approximately $
The reconciliation of segments assets to the consolidated assets is as follows:
|
|
March 31, |
|
|
December 31, |
|
||||
|
|
2026 |
|
|
2025 |
|
||||
(in thousands) |
|
(unaudited) |
|
|
|
|
|
|||
Total assets for reportable segments |
|
$ |
|
|
|
$ |
|
|
||
Less: Investment in subsidiary |
|
|
|
( |
) |
|
|
|
( |
) |
Less: Intercompany loan |
|
|
|
( |
) |
|
|
|
( |
) |
Consolidated Totals |
|
$ |
|
|
|
$ |
|
|
||
15. Subsequent Events
Issuance of Common Stock
As of May 20, 2026,
57
Table of Contents
Authorized Share Increase
On April 20, 2026, the Company approved the tenth amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect an increase in the number of authorized shares of the Company’s voting common stock, par value $
On April 20, 2026, the Company filed the tenth amendment with the Secretary of State of the State of Delaware, and the Authorized Share Increase became effective immediately upon such filing.
Reverse Stock Split
On April 20, 2026, the Company approved the eleventh amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a 1-for-35 reverse stock split of the Company’s issued and outstanding shares of common stock, effective April 30, 2026.
The reverse stock split reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding common stock and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such common stock, stock options, and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time will be reduced proportionately. The reverse stock split did not change the total number of authorized shares of common stock or preferred stock. All share and per share amounts of the Company’s common stock, as well as stock options, RSUs, and warrants included in the accompanying consolidated financial statements have been retroactively adjusted to give effect to the reverse stock split for all periods presented, unless indicated otherwise.
Nasdaq Hearings Panel’s First Decision Letter
On April 24, 2026, the Company received a decision letter from the Nasdaq Hearings Panel (“Panel”) granting the Company’s request to continue its listing on Nasdaq, subject to the condition that, on or before May 15, 2026, the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). This decision follows the Company’s hearing before the Panel on April 7, 2026, regarding its non-compliance with the Bid Price Rule.
As previously reported in a Current Report on Form 8-K filed on March 6, 2026, the Company received written notice from the staff of the Listing Qualifications Department (the “Staff”) of Nasdaq indicating that because the bid price for the Company’s common stock for the previous 30 consecutive business days had closed below the minimum $
In its written notice, the Panel stated that the Company shall demonstrate compliance with the Bid Price Rule by evidencing a closing bid price of at least $
Nasdaq Staff’s Notification
On May 1, 2026, the Company received a written notification (the “Notice”) from the staff of the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, as a result of the 1-for-35 reverse stock split of the Company’s issued and outstanding shares of Common Stock effected on April 30, 2026, the Company had a post reverse stock split number of publicly held shares of Common Stock of approximately
58
Table of Contents
The Notice was also a formal notification that the Panel would consider this matter in their decision regarding the Company’s continued listing on The Capital Market. Pursuant to Nasdaq Listing Rule 5810(d), the Company was required to present its views with respect to this additional deficiency to the Panel in writing no later than May 8, 2026.
In addition, Staff noted that under Nasdaq Listing Rule 5810(c)(3)(A), the Company would remain non-compliant with both the minimum $
Nasdaq Hearings Panel’s Second Decision Letter
Following the exercise by certain third-party investors of existing pre-funded warrants to purchase Common Stock on May 4, 2026, the Company regained compliance with the Publicly Held Shares Requirement.
On May 6, 2026, the Company received a decision letter from the Panel granting the Company’s request for an extension to demonstrate compliance with the Listing Rules of Nasdaq.
In its letter, the Panel stated that the Company’s non-compliance with Listing Rule 5550(a)(4) reset the clock for the Company to regain compliance with the Bid Price Rule. Based upon the Company’s representations, the Panel was willing to grant an additional one-day extension to the Company’s deadline to demonstrate compliance with the Bid Price Rule by evidencing a closing bid price of at least $
Uptown Common Stock Exchange Agreements
On May 14, 2026, the Company entered into a privately negotiated exchange agreement with Uptown, pursuant to which the Company issued
Uptown and Streeterville Preferred Stock Exchange Agreements
On May 19, 2026, the Company entered into a series of privately negotiated exchange agreements with Uptown and Streeterville to reduce outstanding obligations on existing royalty interests in exchange for the newly designated Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”).
The transactions are summarized as follows:
Nasdaq Minimum Stockholders’ Equity Requirement
Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders’ equity of at least $
59
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking. For example, statements in this Quarterly Report regarding our plans, strategy and focus areas are forward-looking statements.
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 Quarterly Report are only predictions. We have based these forward‑looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. For a discussion of these and other factors that could cause actual results to differ from those contemplated in the forward-looking statements, please see the discussion under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our publicly available filings with the Securities and Exchange Commission. Forward-looking statements reflect our analysis only as of the date of this Quarterly Report. Because actual events or results may differ materially from those discussed in or implied by forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statement. We do not undertake responsibility to update or revise any of these factors or to announce publicly any revision to forward-looking statements, whether as a result of new information, future events or otherwise.
The following discussion and analysis of financial condition and results of operations should be read together with the unaudited condensed consolidated financial statements and the related notes included in Item 1 of Part I of this Quarterly Report and with our audited consolidated financial statements and the related notes included in our Annual Report on Form 10‑K as of and for the year ended December 31, 2025.
Overview
Jaguar Health, Inc. (“Jaguar”), in conjunction with Jaguar family company Napo Pharmaceuticals, Inc. (“Napo”), develops novel proprietary prescription drugs sustainably derived from plants for people with complicated gastrointestinal (“GI”) disease states. Jaguar family companies Napo and Napo Therapeutics, S.p.A., an Italian corporation Jaguar established in Milan, Italy in 2021, are focused on expanding global crofelemer access and are developing new therapies for orphan and rare GI conditions. Jaguar Animal Health is a Jaguar tradename. Magdalena Biosciences, a joint venture formed by Jaguar and Filament Health Corp., is focused on developing novel prescription medicines derived from plants for mental health indications. Jaguar Animal Health is a tradename the Company uses in the animal health space. In the animal health field, the Company focuses on developing and commercializing non-prescription GI products for companion and production animals.
Jaguar was founded in San Francisco, California, as a Delaware corporation on June 6, 2013 (“inception”). The Company was a majority-owned subsidiary of Napo until the close of the Company's initial public offering on May 18, 2015. The Company was formed to develop and commercialize first-in-class prescription and non-prescription products for companion animals. On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger dated March 31, 2017, by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo's representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as the wholly owned subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from “Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly owned subsidiary of Jaguar focused on human health, including the ongoing development of crofelemer and commercialization of Mytesi.
Napo’s crofelemer 125 mg delayed-release tablets (Mytesi) is an FDA-approved prescription drug for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. In January 2026, following Napo’s entry into a US licensing agreement with an affiliate of privately held Future Pak, LLC (“Future Pak”), Future Pak became the exclusive marketer for Mytesi as well as the tablet formulation for animal health, Canalevia-CA1, which is Jaguar’s crofelemer prescription drug for the treatment of chemotherapy-induced diarrhea in dogs. Jaguar was provided with $16.0 million of non-dilutive capital in January 2026 upon closing of the agreement with Future Pak, with an additional $2.0 million due to Jaguar upon completion of post-closing conditions. Per the terms of the agreement, Jaguar also has the opportunity to receive up to $20 million in milestone payments and
60
Table of Contents
other future payments. Jaguar will continue to manufacture crofelemer for Mytesi and Canalevia-CA1 for Future Pak. Mytesi and Canalevia-CA1 are both delayed-release tablet formulations of crofelemer.
In May 2025, Napo conducted a Type C Meeting with the Division of Gastroenterology at the FDA to discuss the responder analysis results of crofelemer in the cohort of breast cancer patients receiving targeted therapies with or without cytotoxic chemotherapy for prophylaxis of diarrhea from the company’s pivotal OnTarget Phase 3 clinical trial. OnTarget was a 24-week (two 12-week stages), randomized, multicenter, placebo-controlled, double-blind global study to evaluate the safety and efficacy of crofelemer in diarrhea prophylaxis in adult solid tumor patients receiving targeted therapies with or without standard chemotherapy. As previously announced, the top line results from the OnTarget study showed that the trial did not meet its primary endpoint for the prespecified analysis of all tumor types and all targeted therapies. As previously announced, in the prespecified subgroup of patients with breast cancer, crofelemer showed statistically significant improvement in the monthly responder analysis. Breast cancer patients represent one of the largest group of adult patients with solid tumors with patients often remaining on targeted therapy over prolonged periods in both adjuvant and metastatic settings.
The results in the cohort of patients with breast cancer are based on responder analysis, as was also the primary endpoint in the pivotal Phase 3 ADVENT trial that led to FDA approval of crofelemer for its currently commercialized indication, under the brand name Mytesi, for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Patients with breast cancer accounted for 183 of the 287 participants in the OnTarget clinical trial, and the results of responder analysis for patients with breast cancer were the subject of a poster presentation at the Multinational Association of Supportive Care in Cancer (MASCC) in Seattle in June 2025. A greater proportion of patients with breast cancer randomized to the crofelemer arm were monthly responders for the entire 3-month period of the OnTarget study. This research underscores the potential of crofelemer for prophylaxis of cancer therapy-related diarrhea (CTD) in adult patients with breast cancer receiving targeted therapies with or without chemotherapy.
As previously announced, it has been reported that patients with cancer-related diarrhea (“CRD”) were 40% more likely to discontinue chemotherapy or targeted therapy than patients without CRD. The persistence of index cancer therapy and the time to switch were also lower for patients with CRD. Strategies to control CRD and continue cancer therapy are urgently needed. Furthermore, it has been reported that patients with CRD used significantly more resources, including outpatient services, emergency room visits, and hospitalizations. Effective prevention of CRD provides an untapped market opportunity to reduce the overall cost of cancer care. Findings from studies have indicated that patients with CRD had nearly 2.9 times higher all-cause total cost of care than patients without CRD after adjusting for covariates. Thus, prophylaxis of CRD is expected to result in a significant reduction in cancer treatment costs.
Napo also participated in an in-person Type C Meeting on May 28, 2025 with the Division of Gastroenterology of the FDA to discuss these statistically significant responder analysis results for adult patients with breast cancer in the OnTarget trial. Napo proposed two concurrent potential approaches during the meeting for potentially making crofelemer available to metastatic breast cancer patients with the significant unmet medical need of CTD: 1) proposed conduct of a pivotal treatment trial to facilitate approval of crofelemer for CTD in patients with metastatic breast cancer; and 2) the conduct of an expanded access program for treatment of breast cancer patients with CTD who may not be eligible for the planned phase 3 treatment trial, by including breast cancer patients in the adjuvant and neoadjuvant settings. The FDA formally acknowledged both of these key discussion points in correspondence to Napo, and Napo plans to submit a protocol to the FDA for a pivotal treatment trial for metastatic breast cancer patients using crofelemer.
In the second half of 2026, based on discussions with the FDA in May 2025, the company plans to submit to the FDA the final clinical study report (CSR) for the OnTarget trial together with additional details of the responder analysis in the cohort of breast cancer patients, along with a patient survey evaluating clinically meaningful reductions in the frequency of weekly loose/watery stools for patients metastatic cancer patients receiving targeted therapies with or without standard chemotherapy. The currently estimated US metastatic breast cancer population potentially also qualifies as an orphan population, in alignment with the Company’s core focus on orphan diseases. The Company therefore intends to request orphan drug designation from the FDA for the CTD indication in this population. Given crofelemer’s novel and paradigm-shifting physiological mechanism of action, the Company also plans to seek Fast Track designation from the FDA to support potentially expedited regulatory review and potential approval in the US for crofelemer for CTD in metastatic breast cancer patients.
Napo is developing a novel, highly concentrated lyophilized crofelemer powder for oral solution for its prioritized focus on intestinal failure (IF) for the treatment of the ultrarare pediatric disorder, microvillus inclusion disease (MVID), and short bowel syndrome with intestinal failure (SBS-IF). Crofelemer oral powder for solution formulation is a paradigm-shifting and first-in-class drug for the development of novel therapies for these serious unmet medical conditions. This lyophilized oral powder for solution is in advanced clinical development with near-term New Drug Application (NDA) opportunity for MVID and rapid time to market for this potentially breakthrough drug. The lyophilized crofelemer powder for solution has a unique IP position with a long period of exclusivity due to the botanical origin of the drug.
61
Table of Contents
Intestinal failure (IF) is a debilitating condition that often requires patients to receive life-sustaining fluids, electrolytes and nutrients through intravenous administration, which consists of total parenteral nutrition (TPN) with supplemental intravenous fluids, which together constitute parenteral support (PS). Many intestinal failure patients require PS up to 7 days a week, and sometimes for 20 hours or more per day. While crucial for IF patients, PS is associated with significant toxicities to patients, similar to some toxicities associated with chemotherapy, often causing serious health problems including infections, metabolic complications, and liver and kidney function problems. These symptoms may emerge at any time in intestinal failure patients and often become life-threatening.
MVID is an ultrarare, fatal pediatric disorder with around 200 patients in the US and EU combined. There are currently no approved therapies and only lifelong PS, making it one of the most serious unmet medical needs in pediatric patients due to the lethal natural history of the disease. Crofelemer's unique physiological mechanism of modulating intestinal chloride ion secretion results in normalizing electrolyte and fluid balance in the gastrointestinal (GI) tract which reduces the need for electrolyte and fluid requirements through PS. Since MVID patients lack a brush border membrane, this physiological MOA addresses the pathophysiology of MVID, and represents a paradigm-shifting therapy for reduction of PS, which would potentially reduce TPN- and MVID-related comorbidities and improve clinical outcomes.
SBS-IF affects an estimated 12,000 patients in the US. SBS-IF patients without colon-in-continuity have poor prognosis with significant comorbidities associated with life-sustaining PS and disease pathology. Despite availability of GLP-2 therapies, which require intestinal adaptation of 2-3 years following abdominal surgery in a subset of SBS-IF patients, PS remains the life-sustaining standard of care for these patients. Novel crofelemer powder for oral solution is a first-in-class paradigm-shifting therapy which does not require intestinal adaptation and can be initiated within 6-12 months after surgery upon stabilization of PS. Since it is not a growth hormone, it can be used in SBS-IF patients who have had abdominal surgery due to cancer, mesenteric etiologies, and inflammatory bowel conditions such as Crohn’s disease and colitis. Furthermore, crofelemer, due to its unique physiological MOA of modulating intestinal chloride ion secretion for maintaining electrolyte and fluid balance, can be used in combination with GLP-2 analogs as well as in patients who are either intolerant or for whom GLP-2 is contraindicated.
SBS affects approximately 10,000 to 20,000 people in the US, according to the Crohn’s & Colitis Foundation, and it is estimated that the population of SBS patients in Europe is approximately the same size, and the US population of SBS-IF patients was estimated at 12,000 patients in 2021 in a well-done epidemiology study. Despite limited treatment options, the global market for SBS was valued at $2 billion in 2024 and is projected to reach $6.4 billion by 2030, according to a report by ResearchAndMarkets.com. MVID is an ultrarare pediatric disease, with an estimated prevalence of a couple of hundred patients globally. Jaguar estimates that the global market size for MVID therapies is in the range of $50 million to $100 million, based on market research with key opinion leaders (KOLs) and payers.
Crofelemer was granted Orphan Drug Designation (“ODD”) by the FDA in February 2023 for MVID, an ultra-rare congenital diarrheal disorder (“CDD”), and granted ODD for MVID by the European Medicines Agency (“EMA”) in October 2022. Crofelemer was granted ODD for short bowel syndrome (“SBS”) by the EMA in December 2021 and by the FDA in August 2017. In August 2023, the FDA activated Napo’s Investigational New Drug (“IND”) application for a new crofelemer powder for oral solution formulation for the treatment of MVID.
The Orphan Drug Act (“ODA”) in the US grants special status to a small molecule drug or biological product to treat a rare disease or condition upon request of a sponsor. This status is referred to as ODD (or sometimes "orphan status"). ODD qualifies the drug's sponsor for various development incentives, including tax credits for qualified clinical testing and relief of filing fees. Additionally, the ODA provides a seven-year period of marketing exclusivity to the first sponsor who obtains marketing approval for a designated orphan drug. In the EU, receipt of ODD supports some specific regulatory pathways, and sponsors who obtain ODD for their drug can benefit from Scientific Advice from the EMA for clinical trials for the orphan indication and receive market exclusivity for a period of ten years once the medicine is approved for commercialization.
Napo is currently supporting multiple proof-of-concept (POC) investigator-initiated trials (IIT), and also conducting two pivotal clinical trials, of crofelemer powder for oral solution for MVID and SBS-IF in the US, European Union (EU), and/or Middle East. The Company’s trial to evaluate the safety and efficacy of crofelemer powder for oral solution in pediatric MVID patients is ongoing at multiple sites. Napo Therapeutics is conducting a Phase 2 study in adult SBS-IF patients at multiple clinical sites in Italy and Germany. An open label IIT is ongoing in pediatric IF patients with MVID and/or SBS in Abu Dhabi in the United Arab Emirates. Groundbreaking results from pediatric IF patients with MVID and SBS-IF were presented at North American Society for Pediatric Gastroenterology, Hepatology and Nutrition (NASPGHAN 2025) in Chicago. The study showed that the liquid formulation of crofelemer powder resulted in a reduction of parenteral support (PS) of up to 37% in a pediatric MVID patient who has remained on crofelemer therapy for >1 year. PS reductions of up to 15.6% were observed in two pediatric SBS-IF patients who have also remained on crofelemer oral liquid treatment for >1 year.
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Napo is also supporting an IIT in the US to evaluate crofelemer powder for oral solution for treatment of adult SBS-IF patients. The Company plans to pursue approval of crofelemer powder for oral solution for MVID in the US following the completion of the pivotal pediatric MVID trial. In accordance with the guidelines of specific EU countries, published data from such clinical investigations could support reimbursed early patient access to crofelemer for these debilitating IF conditions. Participation in early access programs, which do not exist in the US, provides an opportunity for reimbursement while impacting the morbidity and high cost of care for these chronic unmet needs. Additionally, the Company expects that if even just a very small number of MVID patients show benefit with crofelemer, this may potentially allow expedited pathways for regulatory approval in the US. Napo Therapeutics plans to pursue the opportunity for crofelemer powder for oral solution for PRIME designation, a European Medicines Agency (EMA) program providing enhanced interaction and early dialogue with drug developers of novel medicines targeting unmet medical needs. In the US, Napo plans to pursue Breakthrough Therapy Designation (BTD) from the FDA. If a drug is designated as breakthrough therapy, the FDA will expedite the review timeline for the drug.
In addition, a second-generation proprietary anti-secretory antidiarrheal drug (“NP-300”) is in development for symptomatic relief and treatment of moderate-to-severe diarrhea, with or without concomitant antimicrobial therapy, from bacterial, viral, and parasitic infections, including Vibrio cholerae, the bacterium that causes cholera. This program is being pursued with the potential targeted incentive of a tropical disease review voucher from the FDA.
In keeping with the Company’s focus on supportive care for patients undergoing cancer treatment, Jaguar in April 2024 signed an exclusive 5-year in-license agreement with United Kingdom-based Venture Life Group PLC ("Venture Life"), an international consumer health company focused on the global self-care market, for Venture Life's FDA-approved oral mucositis prescription product, Gelclair, for the US market. In October 2024, Jaguar initiated the commercial launch of Gelclair, the Company’s third commercialized prescription product, in the US.
Oral mucositis is among the most common, painful, and debilitating cancer treatment-related side effects. Gelclair is a gel with a mechanical action indicated for the management of pain and relief of pain by adhering to the mucosal surface of the mouth. It coats and protects the oral mucosa, which supports healing. Gelclair is convenient and easy to use, provides rapid and long-lasting pain relief, and improves the ability of oral mucositis patients to eat, drink, and swallow. Unlike other products for oral mucositis, it is not a numbing agent and does not sting the mouth.
In January 2023, Jaguar and Filament Health, with funding from One Small Planet, formed the US-based joint venture Magdalena Biosciences (“Magdalena”). Magdalena’s focus is on the development of novel, natural prescription medicines derived from plants for mental health indications, including, initially, attention-deficit/hyperactivity disorder (“ADHD”) in adults. The goal of the collaboration is to extend the botanical drug development capabilities of Jaguar and Filament in order to develop pharmaceutical-grade, standardized drug candidates for mental health disorders and to partner with a potential future licensee to develop and commercialize these novel plant-based drugs. This venture aligns with Jaguar's Entheogen Therapeutics Initiative (ETI) and Filament’s corporate mission to develop novel, natural prescription medicines from plants. Magdalena is leveraging Jaguar’s proprietary medicinal plant library and Filament’s proprietary drug development technology. Jaguar’s library of 2,300 highly characterized medicinal plants and 3,500 plant extracts, all from firsthand ethnobotanical investigation by Jaguar and members of the ETI Scientific Strategy Team. Magdalena is currently approximately 40-percent owned by Jaguar.
In the field of animal health, Jaguar Animal Health is continuing limited activities related to developing first-in-class gastrointestinal products for dogs. In December 2021, the Company received conditional approval from the FDA to market Canalevia-CA1 (crofelemer delayed-release tablets) for the treatment of chemotherapy-induced diarrhea (CID) in dogs. The FDA conditionally approved Canalevia-CA1 under application number 141-552. Conditional approval allows for product commercialization while Jaguar Animal Health continues to collect the substantial evidence of effectiveness required for full approval. We have received a Minor Use in a Major Species (“MUMS”) designation from the FDA for Canalevia-CA1 to treat CID in dogs. FDA has established a "small number" threshold for minor use in each of the seven major species covered by the MUMS Act. The small number threshold is currently 80,000 for dogs, representing the largest number of dogs that can be affected by a disease or condition over the course of a year and still have the use qualify as a minor use.
As announced, the Company plans to pursue approval from the EMA’s Committee for Veterinary Medicinal Products (“CVMP”) for Canalevia in the European Union for treatment of general diarrhea in dogs. Jaguar’s primary objective for Canalevia is to identify a partner with which to collaborate to achieve our three parallel goals for the drug: Obtain approval in the EU for Canalevia for treatment of general diarrhea in dogs based on existing Jaguar study data; maintain continuity of availability in the US of Canalevia for treatment of CID in dogs; and to expand the US indication from CID in dogs to treatment of general diarrhea in dogs.
Napo completed its requisite preclinical and formulation activities to support the IND application for NP-300, its second-generation, plant-based oral prescription drug product, for clinical development for the symptomatic relief and treatment of moderate-to-severe diarrhea, with or without concomitant antimicrobial therapy, from bacterial, viral and parasitic infections including Vibrio cholerae, the bacterium that causes cholera. Following the completion of the Phase 1 trial, the Company will be positioned to initiate
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the next stage of our clinical development program for cholera-related diarrhea when our development team has the requisite resources and bandwidth to initiate the additional required trials.
Cholera produces a devastating loss of electrolytes and fluid in patients, and without appropriate reduction in loss of fluid and electrolytes, patients experience significant hospitalization and mortality. NP-300 provides the opportunity to treat cholera patients in combination with oral rehydration salts (“ORS”) and the recommended guidelines from the World Health Organization (“WHO”) for the use of appropriate antibiotics to reduce the burden of the pathogen. Appropriate preclinical toxicity studies and formulation development activities are ongoing to support the conduct of clinical studies with NP-300.
Napo received partial financial support for preclinical services from the National Institute of Allergy and Infectious Diseases (“NIAID”) of the National Institutes of Health, and Napo is grateful for their support of NP-300’s development.
Cholera is an acute diarrheal illness caused by intestine infection with the bacterium Vibrio cholerae. According to the Centers for Disease Control and Prevention of the US Department of Health & Human Services, an estimated 1.3 to 4 million people around the world get cholera each year, and 21,000 to 143,000 people die from it. The infection is often mild or without symptoms but can sometimes be severe. Approximately one in ten infected persons will have severe disease characterized by profuse, watery diarrhea, vomiting, and leg cramps. In these people, rapid loss of body fluids leads to dehydration and shock. Without treatment, death can occur within hours. Cholera is now endemic in many countries outside the US. From January 1, 2024 to July 28, 2024, a cumulative total of 307,433 cholera cases and 2,326 deaths were reported from 26 countries across five World Health Organization (WHO) regions. WHO classified the global resurgence of cholera as a grade 3 emergency in January 2023, the highest internal level for emergencies in WHO. Based on the number of outbreaks and their geographic expansion, alongside the shortage of vaccines and other resources, WHO continues to assess the risk at the global level as very high and the event remains classified as a grade 3 emergency.
We expect that NP-300 could be significantly less expensive and would support development efforts to receive a tropical disease priority review voucher (“TDPRV”) from the FDA for an indication of the symptomatic treatment of diarrhea from acute infections such as cholera. The FDA grants priority review vouchers as an incentive to develop treatments for neglected diseases and rare pediatric diseases. Priority review vouchers are transferable and, in past transactions by other companies, have sold for prices ranging from $60 million to $350 million. The NP-300 program is paired with funding from a promissory note related to the potential future sale of a possible TDPRV.
Napo has actively ensured that its intellectual property (“IP”) filings in support of the development of crofelemer for various proposed indications are protected appropriately. The IP portfolio for crofelemer includes the relief and treatment of HIV-associated diarrhea and CID as well as planned indications for inflammatory diarrhea, IBS-D, CDD, and SBS, with all indications, Napo prioritizes IP protection. Napo currently holds approximately 195 patents, the majority of which do not expire until 2027-2031.
Napo and Napo Therapeutics remain focused on the development of crofelemer powder for solution for the rare disease indications of MVID and SBS-IF. Our management team has significant experience in gastrointestinal product development. We have assembled an impressive group of scientific advisory board (“SAB”) members who work closely with the Chair of Jaguar’s Scientific Advisory Board, Dr. Pravin Chaturvedi, who also serves as the Chief Scientific Officer (“CSO”) of Jaguar.
We believe Jaguar is poised to realize the opportunities for the commercialization of crofelemer powder for oral solution for our IF programs from MVID and SBS-IF. Jaguar, through Napo, holds global unencumbered rights for crofelemer.
Financial Operations Overview
On a consolidated basis, we have not yet generated enough revenue to date to achieve break-even or positive cash flows, and we expect to continue to incur significant research and development and other expenses. Our net income (losses) were $8.7 million net income and $10.6 million net losses for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had a total stockholders' deficit of $15.8 million, an accumulated deficit of $391.1 million, an accumulated other comprehensive loss of $1.2 million and cash of $7.3 million. We expect to continue to incur losses, and experience increased expenditures for the foreseeable future as we expand our product development activities, seek necessary approvals for our product candidates, conduct species-specific formulation studies for our non-prescription products, establish API manufacturing capabilities and begin additional commercialization activities. Payments of cash compensation to directors under the Director Compensation Program for the three months ended March 31, 2026, amounted to $109,000.
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Revenues
Our product and collaboration revenue consists of the following:
See “Results of Operations” below for more detailed discussion on revenues.
Costs of Product Revenue
The cost of revenue consists of direct drug substance and drug product materials expenses, direct labor, distribution fees, royalties, and other related expenses associated with the sale of our products.
Research and Development
Research and development ("R&D") expenses consist primarily of clinical trial expenses and contract manufacturing costs, personnel and related benefits, stock-based compensation, employee travel, and reforestation expenses. Clinical and contract manufacturing expenses consist primarily of costs for executing clinical study protocols for safety and efficacy together with evaluating the stability, and manufacturing costs for crofelemer delayed-release tablets as well as crofelemer drug substance from Alivus an outsourced, FDA-approved crofelemer API provider in India. It also includes expenses with a third-party provider for transferring the Mytesi manufacturing process and the related feasibility and validation activities at a contract manufacturing facility in the US.
We capitalize certain tangible research and development materials, such as API and intermediate lyophilized products, that have a probable alternative future use. We reclassify and expense these materials as R&D expense when they are consumed in research activities or become specifically dedicated to a clinical trial. The determination of when materials are "specifically dedicated" to a clinical trial is a critical accounting estimate because it requires significant management judgment. We evaluate dedication based on several factors, including the finalization of clinical protocols, trial-specific labeling requirements, and the initiation of trial-specific manufacturing or packaging runs. If management’s judgment regarding the timing or probability of clinical trial commencement were to change, it could result in the immediate expensing of significant capitalized balances. A material delay or change in clinical strategy could result in the recognition of substantial R&D expenses in a single period, which could materially impact our reported results of operations.
We typically use our employee and infrastructure resources across multiple development programs. We track outsourced development costs by prescription drug product candidate and non-prescription product, and we track personnel or other internal costs related to the development of specific programs or development compounds.
As of March 31, 2026, the Company has incurred approximately $25.0 million on its primary R&D projects. The timing and amount of our research and development expenses will depend largely upon the outcomes of current and future trials for our prescription drug product candidates, as well as the related regulatory requirements, the outcomes of current and future species-specific formulation studies for our non-prescription products, manufacturing costs and any costs associated with the advancement of our line extension programs. We cannot determine with certainty the duration and completion costs of the current or future development activities. The total project costs remain uncertain due to regulatory and clinical trial complexities. Management continues to monitor timelines closely to address any risks that could impact timely project completion and future operations.
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The duration, costs and timing of trials, formulation studies and development of our prescription drug and non‑prescription products will depend on a variety of factors, including:
A change in the outcome of any of these variables with respect to the development of a prescription drug product candidate or non‑prescription product could mean a significant change in the costs and timing associated with our development activities.
Research and development expenses decreased following the completion of the in-life portion of the Phase 3 OnTarget Trial in first half of 2025. During the second half of 2026, the Company will submit clinical study report (CSR) and new protocols for the additional phase 3 clinical trial of crofelemer delayed-release tablets for the treatment of diarrhea in adult patients with metastatic breast cancer. Following FDA clearance for this new study in metastatic breast cancer patients, the costs associated with the clinical trial conduct will incur in the succeeding months in 2026.
Materials expense and tree planting refers to the Company's ongoing environmental costs related to the sustainable sourcing of crofelemer and reforestation activities in the Amazon Rainforest. These expenses include capital investments in seedling nurseries and tree planting. As of March 31, 2026, no significant non-recurring environmental remediation costs are anticipated. The Company continues to monitor its environmental impact and may incur future costs as needed.
Sales and Marketing
Sales and marketing expenses consist of personnel and related benefits, stock-based compensation, direct sales and marketing, employee travel, and management consulting expenses. We currently incur sales and marketing expenses to promote Mytesi and Gelclair. We do not have significant marketing or promotional expenses related to Canalevia-CA1 and Neonorm Calf or Neonorm Foal for the three months ended March 31, 2026 and 2025.
On January 12, 2026, Napo and the Company entered into a license agreement with Woodward Specialty LLC (“Woodward”), an affiliate of Future Pak, LLC (“Future Pak”), and Future Pak, pursuant to which, Napo granted to Woodward an exclusive, nontransferable, sublicensable, royalty-free right and license (subject to certain exceptions as set forth in the License Agreement) under the Napo Mytesi Patents (as defined in the License Agreement) to sell, offer for sale, have sold, make, have made, promote, distribute and otherwise commercialize the Mytesi Product and the Canalevia Product. Thus, we expect no sales and marketing expenses for these products going forward.
General and Administrative Expense
General and administrative expenses consist of personnel and related benefit expense, stock‑based compensation expense, employee travel expense, legal and accounting fees, rent and facilities expense, and management consulting expense.
In the near term, we expect general and administrative expense to decrease as we focus on our pipeline development and market access expansion on our Intestinal Failure (IF) programs.
Interest Expense
Interest expense consists primarily of non-cash and cash interest costs related to our borrowings.
Change in Fair Value of Financial Instruments and Hybrid Instrument Designated at Fair Value Option
Change in fair value of freestanding and hybrid financial instruments designated at Fair Value Option consists of gain or loss recognized related to fair values changes of our instruments designated at FVO.
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Gain (Loss) on Debt Extinguishment
Gain (loss) on debt extinguishment consists of gain (loss) incurred related to the exchanges resulting from the extinguishment of our borrowings.
Critical Accounting Policies and Significant Judgments and Estimates
The preparation of financial statements in conformity with US generally accepted accounting principles (“US GAAP”) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the financial statements. Critical accounting policies are those accounting policies that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies used in the preparation of our financial statements require significant judgments and estimates. For additional information relating to these and other accounting policies, see Note 2 to the consolidated financial statements, appearing elsewhere in this report.
Potential Material Effects of Trends, Events, and Uncertainties
Inflation and the Inflation Reduction Act (IRA)
The Company continues to monitor the effects of ongoing inflationary pressures and the IRA, which became effective on January 1, 2023. Inflation has contributed to higher operating costs across the pharmaceutical industry, including increases in raw material prices, distribution expenses, and labor costs. These cost pressures have affected the Company’s gross margins and may continue to do so in future periods.
For the three months ended March 31, 2026, the only material impacts of IRA are a significant reduction in the Company’s Medicare Part D rebates payable to CMS and a reduction in patients’ out-of-pocket copays for their Mytesi prescriptions. Management continues to assess the evolving implications of the IRA on pricing, reimbursement, and research incentives.
Lease Commitments
As of March 31, 2026, the Company holds several lease agreements, including two San Francisco office leases: Suite 400 and Suite 600. Both offices comprise 10,526 rentable square feet, with each suite accounting for 5,263 square feet. Both leases began on September 1, 2021, with an original expiration date of August 31, 2024. The first amendment executed on December 24, 2021, initially extended both leases to February 28, 2025, with monthly rent escalating from $42,000 to $45,000 in the final year.
On October 25, 2023, the second amendment extended Suite 400’s lease to August 31, 2030, increased its rentable area to 5,735 square feet, bringing the total leased area to 10,998 square feet, and established a new monthly rent for Suite 400 of $18,000. The second amendment did not affect Suite 600.
The third amendment executed on January 1, 2025, extended Suite 600’s lease to August 31, 2030, aligning it with the lease term of Suite 400. It also revised Suite 600’s rent to $24.00 per sq. ft., with 3% annual increases. The third amendment did not affect Suite 400.
Given these escalating lease commitments, particularly the planned increases in base rent and the uncertainties surrounding the potential exercise of extension options, the Company is focused on maintaining effective liquidity management strategies to address potential cash flow impacts. Moreover, fluctuations in occupancy rates or operational changes may affect the utilization of leased spaces, thereby influencing amortization expenses associated with right-of-use assets.
The Company regularly evaluates its lease portfolio and market conditions to make informed decisions regarding future lease renewals or new lease agreements. Effective management of these lease liabilities will be essential for ensuring operational flexibility and financial stability in the upcoming years.
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Results of Operations
Comparison for the three months ended March 31, 2026 and 2025
The following table summarizes the Company’s results of operations with respect to the items set forth in such table for the three months ended March 31, 2026 and 2025, together with the change in such items in dollars and as a percentage.
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
|||||||||
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Variance |
|
|
Variance % |
|||||||||
License revenue |
|
$ |
|
19,043 |
|
|
$ |
|
43 |
|
|
$ |
|
19,000 |
|
|
|
44,186.0 |
|
% |
Product revenue, net |
|
|
|
1,204 |
|
|
|
|
2,171 |
|
|
|
|
(967 |
) |
|
|
(44.5 |
) |
% |
Grant revenue |
|
|
|
25 |
|
|
|
|
— |
|
|
|
|
25 |
|
|
|
100.0 |
|
% |
Total revenue |
|
|
|
20,272 |
|
|
|
|
2,214 |
|
|
|
|
18,058 |
|
|
|
815.6 |
|
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of product revenue |
|
|
|
1,158 |
|
|
|
|
515 |
|
|
|
|
643 |
|
|
|
124.9 |
|
% |
Research and development |
|
|
|
3,928 |
|
|
|
|
3,730 |
|
|
|
|
198 |
|
|
|
5.3 |
|
% |
Sales and marketing |
|
|
|
896 |
|
|
|
|
2,493 |
|
|
|
|
(1,597 |
) |
|
|
(64.1 |
) |
% |
General and administrative |
|
|
|
4,108 |
|
|
|
|
4,897 |
|
|
|
|
(789 |
) |
|
|
(16.1 |
) |
% |
Total operating expenses |
|
|
|
10,090 |
|
|
|
|
11,635 |
|
|
|
|
(1,545 |
) |
|
|
(13.3 |
) |
% |
Income (loss) from operations |
|
|
|
10,182 |
|
|
|
|
(9,421 |
) |
|
|
|
19,603 |
|
|
|
(208.1 |
) |
% |
Changes in fair value of freestanding and hybrid financial instruments designated at Fair Value Option |
|
|
|
(337 |
) |
|
|
|
(1,343 |
) |
|
|
|
1,006 |
|
|
|
(74.9 |
) |
% |
Loss on extinguishment of debt |
|
|
|
(628 |
) |
|
|
|
— |
|
|
|
|
(628 |
) |
|
|
100.0 |
|
% |
Interest income (expense) |
|
|
|
(699 |
) |
|
|
|
56 |
|
|
|
|
(755 |
) |
|
|
(1,348.2 |
) |
% |
Other income (expense) |
|
|
|
205 |
|
|
|
|
112 |
|
|
|
|
93 |
|
|
|
83.0 |
|
% |
Income (loss) before income tax expense |
|
|
|
8,723 |
|
|
|
|
(10,596 |
) |
|
|
|
19,319 |
|
|
|
(182.3 |
) |
% |
Income tax expense |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
% |
Net income (loss) |
|
$ |
|
8,723 |
|
|
$ |
|
(10,596 |
) |
|
$ |
|
19,319 |
|
|
|
(182.3 |
) |
% |
Net income (loss) attributable to noncontrolling interest |
|
$ |
|
(126 |
) |
|
$ |
|
(132 |
) |
|
$ |
|
6 |
|
|
|
(4.5 |
) |
% |
Stock dividends to preferred stockholders |
|
$ |
|
9,470 |
|
|
$ |
|
— |
|
|
$ |
|
9,470 |
|
|
|
100.0 |
|
% |
Deemed dividend to preferred stockholders |
|
$ |
|
6,063 |
|
|
$ |
|
— |
|
|
$ |
|
6,063 |
|
|
|
100.0 |
|
% |
Preferred returns to preferred stockholders |
|
$ |
|
331 |
|
|
$ |
|
— |
|
|
$ |
|
331 |
|
|
|
100.0 |
|
% |
Net loss attributable to common stockholders |
|
$ |
|
(7,015 |
) |
|
$ |
|
(10,464 |
) |
|
$ |
|
3,449 |
|
|
|
(33.0 |
) |
% |
Revenue
Product revenue
Due to the Company’s arrangements, including elements of variable consideration, gross product sales are reduced in order to reflect the expected consideration to arrive at net product sales. Deductions to reduce gross product sales to net product sales for the three months ended March 31, 2026 and 2025, were as follows:
|
|
Three Months Ended |
|
|
|
|||||||||||||||
|
|
March 31, |
|
|
|
|||||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Variance |
|
|
Variance % |
|||||||||
Gross product sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mytesi |
|
$ |
|
1,006 |
|
|
$ |
|
3,125 |
|
|
$ |
|
(2,119 |
) |
|
|
(67.8 |
) |
% |
Canalevia |
|
|
|
270 |
|
|
|
|
25 |
|
|
|
|
245 |
|
|
|
980.0 |
|
% |
Gelclair |
|
|
|
9 |
|
|
|
|
17 |
|
|
|
|
(8 |
) |
|
|
(47.1 |
) |
% |
Neonorm |
|
|
|
7 |
|
|
|
|
16 |
|
|
|
|
(9 |
) |
|
|
(56.3 |
) |
% |
Total gross product sales |
|
|
|
1,292 |
|
|
|
|
3,183 |
|
|
|
|
(1,891 |
) |
|
|
(59.4 |
) |
% |
Medicaid rebates |
|
|
|
(64 |
) |
|
|
|
(735 |
) |
|
|
|
671 |
|
|
|
(91.3 |
) |
% |
Sales discounts |
|
|
|
(24 |
) |
|
|
|
(260 |
) |
|
|
|
236 |
|
|
|
(90.8 |
) |
% |
Sales returns |
|
|
|
— |
|
|
|
|
(17 |
) |
|
|
|
17 |
|
|
|
(100.0 |
) |
% |
Net product sales |
|
$ |
|
1,204 |
|
|
$ |
|
2,171 |
|
|
$ |
|
(967 |
) |
|
|
(44.5 |
) |
% |
68
Table of Contents
Our gross product revenues were approximately $1.3 million and $3.2 million for the three months ended March 31, 2026 and 2025, respectively. These figures reflect revenue from the sale of our human drug Mytesi, our animal products branded as Neonorm Calf and Neonorm Foal and exclusive distribution agreement for the sale of Gelclair.
The decrease in gross product revenue of $1.9 million for three months ended March 31, 2026 compared to the same period in 2025, was primarily due to the decrease in sales volume of Mytesi.
Medicaid and AIDS Drug Assistance Program (“ADAP”) rebates were $64,000 and $735,000 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $671,000 due to lower product utilization within the program coupled with changes in rebate agreements.
Sales discounts were $24,000 and $260,000 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $236,000 due to changes in sales discount arrangements to various customers.
Sales returns were $0 and $17,000 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $17,000 due to the decrease in volume of sales returns.
License revenue
License revenues increased by $19.0 million from $43,000 for the three months ended March 31, 2025 to $19.0 million in the same period in 2026, due to license agreement entered by the Company with Woodward on January 12, 2026. The license revenue is recognized as Woodward receives and consumes the benefits from the Company’s performance of providing access to its intellectual property at point in time.
Cost of Product Revenue
The following table presents the components of cost of product revenue for the three months ended March 31, 2026 and 2025, together with the change in such components in dollars and as a percentage:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
|||||||||
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Variance |
|
|
Variance % |
|||||||||
Cost of Product Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Material cost |
|
$ |
|
961 |
|
|
$ |
|
189 |
|
|
$ |
|
772 |
|
|
|
408.5 |
|
% |
Direct labor |
|
|
|
56 |
|
|
|
|
228 |
|
|
|
|
(172 |
) |
|
|
(75.4 |
) |
% |
Other |
|
|
|
141 |
|
|
|
|
98 |
|
|
|
|
43 |
|
|
|
43.9 |
|
% |
Total |
|
$ |
|
1,158 |
|
|
$ |
|
515 |
|
|
$ |
|
643 |
|
|
|
124.9 |
|
% |
The increase in cost of product revenue of $643,000 for the three months ended March 31, 2026 compared to 2025 was primarily due to:
69
Table of Contents
Research and Development
The following table presents the components of R&D expense for the three months ended March 31, 2026 and 2025, together with the change in such components in dollars and as a percentage:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
|||||||||
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Variance |
|
|
Variance % |
|||||||||
Research and Development: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Clinical and contract manufacturing |
|
$ |
|
2,135 |
|
|
$ |
|
1,297 |
|
|
$ |
|
838 |
|
|
|
64.6 |
|
% |
Personnel and related benefits |
|
|
|
1,286 |
|
|
|
|
1,508 |
|
|
|
|
(222 |
) |
|
|
(14.7 |
) |
% |
Third-party consulting services |
|
|
|
321 |
|
|
|
|
560 |
|
|
|
|
(239 |
) |
|
|
(42.7 |
) |
% |
Materials expense and tree planting |
|
|
|
61 |
|
|
|
|
77 |
|
|
|
|
(16 |
) |
|
|
(20.8 |
) |
% |
Stock-based compensation |
|
|
|
57 |
|
|
|
|
117 |
|
|
|
|
(60 |
) |
|
|
(51.3 |
) |
% |
Travel and other expenses |
|
|
|
6 |
|
|
|
|
65 |
|
|
|
|
(59 |
) |
|
|
(90.8 |
) |
% |
Other |
|
|
|
62 |
|
|
|
|
106 |
|
|
|
|
(44 |
) |
|
|
(41.5 |
) |
% |
Total |
|
$ |
|
3,928 |
|
|
$ |
|
3,730 |
|
|
$ |
|
198 |
|
|
|
5.3 |
|
% |
The increase in R&D expense of $198,000 for the three months ended March 31, 2026, compared to 2025 was primarily due to:
70
Table of Contents
The following table presents the components of R&D expense per project for the three months ended March 31, 2026 and 2025, together with the change in such components in dollars and as a percentage:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
|||||||||
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Variance |
|
|
Variance % |
|||||||||
Research and Development: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Clinical trials on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Congenital diarrheal disorder (CDD) and microvillus inclusion disease (MVID) |
|
$ |
|
1,581 |
|
|
$ |
|
690 |
|
|
$ |
|
891 |
|
|
|
129.1 |
|
% |
Cancer therapy-related diarrhea (CTD) |
|
|
|
127 |
|
|
|
|
497 |
|
|
|
|
(370 |
) |
|
|
(74.4 |
) |
% |
Short bowel syndrome with intestinal failure (“SBS-IF”) |
|
|
|
111 |
|
|
|
|
327 |
|
|
|
|
(216 |
) |
|
|
(66.1 |
) |
% |
Canalevia - commercial |
|
|
|
92 |
|
|
|
|
56 |
|
|
|
|
36 |
|
|
|
64.3 |
|
% |
Canalevia-CA1 (crofelemer delayed-release tablets) |
|
|
|
50 |
|
|
|
|
74 |
|
|
|
|
(24 |
) |
|
|
(32.4 |
) |
% |
Entheogen Therapeutics Initiative (ETI) |
|
|
|
3 |
|
|
|
|
5 |
|
|
|
|
(2 |
) |
|
|
(40.0 |
) |
% |
Gelclair |
|
|
|
2 |
|
|
|
|
97 |
|
|
|
|
(95 |
) |
|
|
(97.9 |
) |
% |
Cholera |
|
|
|
— |
|
|
|
|
22 |
|
|
|
|
(22 |
) |
|
|
(100.0 |
) |
% |
General research and development activities |
|
|
|
1,962 |
|
|
|
|
1,962 |
|
|
|
|
— |
|
|
|
— |
|
% |
Total |
|
$ |
|
3,928 |
|
|
$ |
|
3,730 |
|
|
$ |
|
198 |
|
|
|
5.3 |
|
% |
The increase in R&D expense of $198,000 for the three months ended March 31, 2026 compared to 2025 was primarily due to:
Sales and Marketing
The following table presents the components of sales and marketing (“S&M”) expense for the three months ended March 31, 2026 and 2025, together with the change in such components in dollars and as a percentage:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
|||||||||
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Variance |
|
|
Variance % |
|||||||||
Sales and Marketing: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel and related benefits |
|
$ |
|
659 |
|
|
$ |
|
1,235 |
|
|
$ |
|
(576 |
) |
|
|
(46.6 |
) |
% |
Direct marketing fees and expense |
|
|
|
212 |
|
|
|
|
586 |
|
|
|
|
(374 |
) |
|
|
(63.8 |
) |
% |
Third party consulting fees |
|
|
|
5 |
|
|
|
|
309 |
|
|
|
|
(304 |
) |
|
|
(98.4 |
) |
% |
Stock-based compensation |
|
|
|
— |
|
|
|
|
18 |
|
|
|
|
(18 |
) |
|
|
(100.0 |
) |
% |
Other |
|
|
|
20 |
|
|
|
|
345 |
|
|
|
|
(325 |
) |
|
|
(94.2 |
) |
% |
Total |
|
$ |
|
896 |
|
|
$ |
|
2,493 |
|
|
$ |
|
(1,597 |
) |
|
|
(64.1 |
) |
% |
The decrease in S&M expense of $1.6 million for the three months ended March 31, 2026, compared to the same period in 2025 was largely due to:
71
Table of Contents
General and Administrative
The following table presents the components of general and administrative (“G&A”) expense for the three months ended March 31, 2026 and 2025, together with the change in such components in dollars and as a percentage:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
|||||||||
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Variance |
|
|
Variance % |
|||||||||
General and Administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel and related benefits |
|
$ |
|
1,182 |
|
|
$ |
|
1,123 |
|
|
$ |
|
59 |
|
|
|
5.3 |
|
% |
Legal services |
|
|
|
678 |
|
|
|
|
1,098 |
|
|
|
|
(420 |
) |
|
|
(38.3 |
) |
% |
Depreciation and amortization |
|
|
|
465 |
|
|
|
|
479 |
|
|
|
|
(14 |
) |
|
|
(2.9 |
) |
% |
Public company expense |
|
|
|
381 |
|
|
|
|
441 |
|
|
|
|
(60 |
) |
|
|
(13.6 |
) |
% |
Audit, tax and accounting services |
|
|
|
342 |
|
|
|
|
349 |
|
|
|
|
(7 |
) |
|
|
(2.0 |
) |
% |
Third-party consulting services |
|
|
|
332 |
|
|
|
|
320 |
|
|
|
|
12 |
|
|
|
3.8 |
|
% |
Stock-based compensation |
|
|
|
109 |
|
|
|
|
166 |
|
|
|
|
(57 |
) |
|
|
(34.3 |
) |
% |
Travel and other expenses |
|
|
|
98 |
|
|
|
|
157 |
|
|
|
|
(59 |
) |
|
|
(37.6 |
) |
% |
Lease expense |
|
|
|
89 |
|
|
|
|
132 |
|
|
|
|
(43 |
) |
|
|
(32.6 |
) |
% |
Other |
|
|
|
432 |
|
|
|
|
632 |
|
|
|
|
(200 |
) |
|
|
(31.6 |
) |
% |
Total |
|
$ |
|
4,108 |
|
|
$ |
|
4,897 |
|
|
$ |
|
(789 |
) |
|
|
(16.1 |
) |
% |
The decrease in G&A expenses of $789,000 for the three months ended March 31, 2026, compared to the same period in 2025 was largely due to:
72
Table of Contents
Interest Income (Expense)
Interest expense increased by $755,000 from $56,000 income for the three months ended March 31, 2025, to $699,000 expense in the same period in 2026, due to interest accrual on the new notes, which collectively resulted in higher interest expense incurred during the year.
Change in Fair Value of Financial Instruments and Hybrid Instrument Designated at FVO
The fair value of financial instrument and hybrid instrument designated at FVO decreased by $1.0 million, from a loss of $1.3 million in the three months ended March 31, 2025, to a loss of $337,000 in the same period in 2026 primarily due to fair value adjustments in liability classified warrants and notes payable designated at FVO.
Loss on Extinguishment of Debt
Loss on extinguishment of debt decreased by $628,000 from $0 in the three months ended March 31, 2025, to $628,000 in the same period in 2026 primarily due to significant modifications during the quarter that would qualify for extinguishment accounting.
Segment Data
The Company has two reportable segments: animal health and human health. The animal health segment develops and commercializes products for animals, while the human health segment focuses on human products, specifically Mytesi, which is approved for the symptomatic relief of non-infectious diarrhea in adults with HIV/AIDS on antiretroviral therapy.
Liquidity and Capital Resources
Sources of Liquidity
For the three months ended March 31, 2026 and 2025, we had $8.7 million net income and $10.6 million net loss, respectively. We expect to incur additional losses in the near-term future due to significant expenses incurred related to the research and development phase. At March 31, 2026, we had an accumulated deficit of $391.1 million. We continue our efforts to develop our products and continue the development of our pipeline in the near term and to date, we have generated only limited revenues.
As of March 31, 2026, we had cash of $7.3 million. As of March 31, 2026, the carrying amount of JAGX Holdings' assets included in our consolidated financial statements was restricted cash of $2.8 million. While our historical resources were insufficient to fund our operating plan for one year from the issuance of these financial statements, our liquidity position improved in January 2026. We entered into a US licensing agreement that provided $16.0 million in total upfront fees. While management believes this infusion improves our liquidity, it does not fully alleviate the conditions that raise substantial doubt about our ability to continue as a going concern for one year from the issuance of these financial statements.
We have funded our operations primarily through grant of exclusive rights and entering into license agreements, in addition to selling our commercial products. Cash used in financing activities for the three months ended March 31, 2026 consisted of $6.4 million in principal payments of the notes payable, and $180,000 repayment of insurance financing.
We expect our expenditures will continue to increase as we continue our efforts to develop our products and continue the development of our pipeline in the near term. We may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. We may also not be successful in entering into partnerships that include payment of upfront licensing fees for our products and product candidates for markets outside the United States, where appropriate. If we do not generate upfront fees from any anticipated arrangements, it would have a negative effect on our operating plan. We still plan to finance our operations and capital funding needs through equity and debt financing as well as revenue from future product sales. However, there can be no assurance that additional funding will be available to us on acceptable terms on a timely basis, if at all, or that we will generate sufficient cash from operations to fund operating needs or ultimately achieve profitability adequately. If we are unable to obtain an adequate level of financing needed for the long-term development and commercialization of our products, we will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on our ability to execute on our business plan.
73
Table of Contents
Liquidity Management
As of March 31, 2026, the Company is actively monitoring trends in its capital resources, recognizing favorable and unfavorable developments that may materially impact its financial position. The Company has experienced a substantial increase in debt levels due to recent financing activities intended to support operational growth.
The Company expects changes in the mix of capital resources, particularly concerning the relative costs of debt versus equity financing. Current market conditions indicate a trend of rising interest rates, which may increase the cost of future debt issuances.
Furthermore, the Company recognizes challenges related to liquidity. It has incurred recurring operating losses and negative cash flows, which raises uncertainties about its future liquidity. The ability to meet current obligations relies on successful ongoing development efforts and securing additional financing.
While the Company plans to finance its operations through equity and/or debt financing, collaboration arrangements, and revenue from future product sales, it currently believes that existing cash balances may not be sufficient to fund its operating plan in the next years. There can be no assurance that additional funding will be available on acceptable terms.
To address these liquidity concerns, the Company is committed to pursuing all available avenues for financing and will continuously assess its capital structure and operational needs to ensure financial stability.
Comparison of Operating Income and Cash Flow
For the three months ended March 31, 2026, the Company reported an operating income of $8.7 million, up $19.3 million, or 182% increase, compared to the prior period. This increase was primarily driven by the license agreement entered by the Company with Woodward on January 12, 2026. The variance underscores the Company’s strategic focus on managing liquidity while supporting growth and maintaining operational stability.
Analysis of Cost of Capital Resources
Changes in market conditions may impact our cost of capital resources. Rising interest rates could increase our cost of debt, while seeking equity financing may lead to higher required returns on equity due to potential dilution. We will actively monitor these factors as part of our financial strategy..
Cash Flows for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
The following table shows a summary of cash flows for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||||
Total cash provided by (used in) operating activities |
|
$ |
|
8,830 |
|
|
$ |
|
(7,314 |
) |
Total cash provided by financing activities |
|
|
|
(6,615 |
) |
|
|
|
4,966 |
|
Effects of foreign exchange rate changes on assets and liabilities |
|
|
|
17 |
|
|
|
|
36 |
|
Net increase (decrease) in cash and restricted cash |
|
$ |
|
2,232 |
|
|
$ |
|
(2,312 |
) |
Cash Used in Operating Activities
During the three months ended March 31, 2026, net cash provided by operating activities of $8.8 million resulted from our net comprehensive income of $8.3 million, adjusted by loss on extinguishment of debt of $628,000, depreciation and amortization expenses of $473,000, interest accrual of $257,000, stock-based compensation of $155,000, reversal of amortization of operating lease right-of-use asset of $47,000, change in fair value of financial instrument and hybrid instrument designated at FVO of $337,000, equity in a net loss in the joint venture of $9,000 and changes in operating assets and liabilities of negative $1.3 million.
Net cash provided by operating activities increased by $16.1 million compared to the prior year, primarily due to due to license agreement entered by the Company with Woodward on January 12, 2026.
During the three months ended March 31, 2025, net cash used in operating activities of $7.3 million resulted from our net comprehensive loss of $10.9 million, adjusted by the change in fair value of financial instrument and hybrid instrument designated at FVO of $1.3 million, depreciation and amortization expenses of $479,000, stock-based compensation of $301,000, amortization of
74
Table of Contents
operating lease right-of-use asset of $67,000, equity in a net loss in the joint venture of $33,000 and changes in operating assets and liabilities of $1.3 million.
Cash Used in Investing Activities
No cash was also used in investing activities during the three months ended March 31, 2026.
This reflects management’s commitment to maintaining liquidity, as there were no cash outflows from investing activities during the quarter.
No cash was also used in investing activities during the three months ended March 31, 2025.
Cash Provided by Financing Activities
During the three months ended March 31, 2026, net cash used in financing activities of $6.6 million consisted of $6.4 million in principal payments of the notes payable, and $180,000 repayment of insurance financing.
Net cash provided by financing activities decreased by $11.6 million in 2025, primarily due to a decline in proceeds from the ATM offering, which totaled $1.8 million in the prior period compared to $0 in the current period. Additionally, the Company did not issue new notes as compared to $3.4 million in net proceeds from issuance of Convertible Notes. The Company also made higher principal payments of notes payable and insurance financing, which totaled $6.6 million in the current period compared to $238,000 in the prior period. This overall trend highlights the Company’s continuous settlements of financial obligations to creditors.
During the three months ended March 31, 2025, net cash provided by financing activities of $5.0 million consisted of $3.4 million in net proceeds from Convertible Notes, $1.8 million in net proceeds from shares issued in an At the Market offering, offset by $188,000 repayment of insurance financing, and $50,000 in principal payments of the notes payable.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, Chief Executive Officer, and Principal Financial and Accounting Officer evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. 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 March 31, 2026.
Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(c) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial and Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2026, using the criteria established in Internal Control-Integrated Framework (“2013 Framework”) issued by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”). Based on our evaluation using those criteria, our management has concluded that, as of March 31, 2026, our internal control over financial reporting was
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effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP for the reasons discussed above.
This Quarterly Report on Form 10-Q does not include an attestation report of our registered public accounting firm on our internal control over financial reporting because we are a smaller reporting company and are not subject to auditor attestation requirements under applicable SEC rules.
There were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Regardless of the outcome, litigation can have a material adverse effect on us due to defense and settlement costs, diversion of our management resources, and other factors. We are not currently subject to any material legal proceedings.
Item 1A. Risk Factors
Except as described herein, there have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Risks Related to Our Common Stock
Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock.
Our common stock is listed on the Nasdaq Capital Market under the symbol “JAGX.” In order to maintain that listing, we must satisfy minimum financial and other requirements, including, without limitation, the minimum stockholders’ equity requirement, the minimum bid price requirement, and the publicly held shares requirement. There can be no assurances that we will be successful in maintaining, or if we fall out of compliance, in regaining compliance with the continued listing requirements and maintaining the listing of our common stock on the Nasdaq Capital Market. Delisting from Nasdaq could adversely affect our ability to raise additional financing through the public or private sale of equity securities, and we would incur additional costs under requirements of state “blue sky” laws in connection with any sales of our securities. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest, and fewer business development opportunities. If Nasdaq delists our common stock, the price of our common stock may decline, and our common stock may be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets, which would negatively affect the liquidity of our common stock and an investor may find it more difficult to dispose of their common stock or obtain accurate quotations as to the market value of our common stock.
On May 23, 2024, we effected a 1-for-60 reverse stock split of our outstanding voting common stock. On March 24, 2025, we effected a 1-for-25 reverse stock split of our outstanding voting common stock.
On March 5, 2026, we received a written notification from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that because the bid price for our common stock for the previous 30 consecutive business days had closed below the minimum $1.00 per share, we were no longer in compliance with the requirement for continued listing on Nasdaq under Rule 5550(a)(2) (the “Bid Price Rule”). Further, this notice stated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), we were not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that we effected a reverse stock split over the prior one-year period or effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.
This notice stated that unless we timely request by March 12, 2026, an appeal before a Hearings Panel (the “Panel”), our securities would be scheduled for delisting from Nasdaq. We requested an appeal before the Panel, and had a hearing before the Panel on April 7, 2026 regarding its non-compliance with the Bid Price Rule.
On April 24, 2026, we received a decision letter from the Panel granting the request to continue our listing on Nasdaq, subject to the condition that, on or before May 15, 2026, the Company shall demonstrate compliance with the Bid Price Rule by evidencing a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days on or before May 15, 2026.
On April 20, 2026, we approved the eleventh amendment to our Third Amended and Restated Certificate of Incorporation to effect a 1-for-35 reverse stock split of our issued and outstanding shares of common stock, effective April 30, 2026.
On May 1, 2026, we received a written notification from the Staff of the Listing Qualifications Department notifying the Company that, as a result of the 1-for-35 reverse stock split, we had a post reverse stock split number of publicly held shares of Common Stock of approximately 401,226. As a result, we did not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4) (the “Publicly Held Shares Requirement”). Accordingly, this matter served as an additional basis for delisting our securities from Nasdaq.
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This notice was also a formal notification that the Panel would consider this matter in their decision regarding our continued listing on The Capital Market. In addition, Staff noted that under Nasdaq Listing Rule 5810(c)(3)(A), we would remain non-compliant with both the minimum $1 bid price requirement and the Publicly Held Shares Requirement until the Publicly Held shares deficiency is cured and, thereafter, the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, unless Staff exercises its discretion to extend this 10 day period as discussed in Nasdaq Listing Rule 5810(c)(3)(H).
Following the exercise by certain third-party investors of existing pre-funded warrants to purchase Common Stock on May 4, 2026, we regained compliance with the Publicly Held Shares Requirement.
On May 6, 2026, we received a decision letter from the Panel granting our request for an extension to demonstrate compliance with the Listing Rules of Nasdaq.
In its letter, the Panel stated that our non-compliance with Listing Rule 5550(a)(4) reset the clock for the Company to regain compliance with the Bid Price Rule. Based upon our representations, the Panel was willing to grant an additional one-day extension to our deadline to demonstrate compliance with the Bid Price Rule by evidencing a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, from May 15, 2026 to May 18, 2026.
In addition, while Listing Rule 5550(a)(5) currently requires the market value of publicly held shares of at least $1 million, Nasdaq has recently announced its intention to amend its rules to not only increase the market value of publicly held shares requirement to at least $5 million, but accelerate the suspension and delisting process for certain noncompliant companies. Specifically, assuming the proposed amendment to the rules as is adopted, if a company remains noncompliant with the $5 million market value of publicly held shares requirement for 30 consecutive trading days, it will be subject to immediate suspension and delisting without a compliance period.
We continue to actively monitor our performance with respect to the listing standards and will consider available options to resolve any deficiency and maintain compliance with the Nasdaq rules. There can be no assurance that we will be able to maintain compliance or, if we fall out of compliance, regain compliance with any deficiency, or if we implement an option that regains our compliance, maintain compliance thereafter. In addition, even if we are successful in maintaining compliance with applicable Nasdaq continued listing requirements, our Board may decide, in its sole discretion, that the costs of compliance and the demands of management time and our resources required to maintain our Nasdaq listing are greater than the benefits received by the Company and our stockholders from being a Nasdaq-listed company and that, accordingly, consistent with other cash management and cost reduction measures that we have implemented, we should voluntarily delist from the Nasdaq Capital Market.
If our common stock were delisted from Nasdaq voluntarily or involuntarily, trading of our Common Stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as OTCID, OTCQX, OTCBX or OTC Pink which will reduce the market liquidity of our Common Stock. Delisting may result in lower levels of ownership and trading by institutional investors, who are generally guided by quantitative and qualitative investment standards such as market capitalization, minimum share price and liquidity, which in turn often produces lower trading volumes and reduced liquidity. As a result, an investor would find it more difficult to dispose of, or obtain accurate quotations for the price of, our Common Stock. Also, many brokers will not allow customers to hold non-listed securities in managed accounts or place restrictions which inhibit holding or trading, and it is generally understood that brokers will not recommend non-listed securities to retail clients, perhaps not as official policy but rather as a practical reality. We cannot assure you that our Common Stock, if delisted from Nasdaq voluntarily, or if they would be delisted involuntarily by Nasdaq, will be listed on another national securities exchange or quoted on an over-the counter quotation system.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Securities Purchase Agreements and Promissory Notes
On January 6, 2026, the Company entered into securities purchase agreements with two accredited investors for the issuance of unsecured promissory notes in the aggregate principal amount of $350,000. The transaction closed on the same day. The notes bore interest at a rate of 6% per annum and would mature one month from the date of issuance. The Company had the right to prepay any outstanding amount under the notes without penalty or premium. During the three months ended March 31, 2026, the Company subsequently paid the unsecured promissory notes in full.
As an inducement for the investors to enter into the agreements, the Company issued warrants to purchase an aggregate of 10,000 shares of the Company’s common stock at an initial exercise price of $35.00 per share. The warrants are exercisable immediately and expire upon the earlier of five years from issuance, the consummation of a fundamental transaction, or a liquidation event.
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Royalty and Preferred Stock Exchange Transactions
On January 16, 2026, the Company entered into a series of privately negotiated exchange agreements with Iliad and Streeterville to reduce outstanding debt and retire certain classes of preferred stock. Pursuant to the exchange agreements, the Company issued six separate pre-funded common stock purchase warrants exercisable for an aggregate of 336,465 shares of common stock at an exercise price of $0.035 per share.
The transactions are summarized as follows:
The Pre-Funded Warrants are exercisable immediately and provide that the number of shares that may be exercised shall be limited to ensure that the number of shares of common stock beneficially owned by the holder, together with its affiliates and certain related parties, does not exceed 9.99% of the total number of shares of common stock then issued and outstanding.
Uptown Common Stock Exchange Agreements
On May 14, 2026, the Company entered into a privately negotiated exchange agreement with Uptown, pursuant to which the Company issued 28,660 shares of common stock to Uptown in exchange for a $91,000 reduction in the outstanding balance of the Company's December 2020 Royalty Interest.
The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 3(a)(9) or Section 4(a)(2) of the Securities Act, Regulation D or Regulation S promulgated thereunder.
Other than equity securities issued in transactions disclosed above and on our Current Reports on Form 8-K filed with the SEC on January 23, 2026, and on Form 8-K/A on January 12, 2026, there were no unregistered sales of equity securities during the period.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
Exhibit No. |
|
Description |
3.1 |
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Certificate of Designation of Preferences, Rights and Limitations of Series O Convertible Preferred Stock of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed March 3, 2026, File No. 001-36714). |
3.2 |
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Certificate of Tenth 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 filed April 21, 2026, File No. 001-36714). |
3.3 |
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Certificate of Eleventh 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 filed April 27, 2026, File No. 001-36714). |
3.4 |
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Certificate of Designation of Preferences, Rights and Limitations of Series Q Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed May 19, 2026, File No. 001-36714). |
4.1 |
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Form of Unsecured Promissory Note (incorporated by reference to Exhibit 4.1 to the Form 8-K/A filed January 12, 2026, File No. 001-36714). |
4.2 |
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Form of Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K/A filed January 12, 2026, File No. 001-36714). |
4.3 |
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Form of the Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed January 23, 2026, File No. 001-36714). |
4.4 |
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Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed February 18, 2026, File No. 001-36714). |
4.5 |
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Global Amendment No. 4 dated March 6, 2026, by and between Jaguar Health Inc. and Uptown Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K filed March 9, 2026, File No. 001-36714). |
4.6 |
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Global Amendment No. 4 dated March 6, 2026, by and between Jaguar Health Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed March 9, 2026, File No. 001-36714). |
4.7 |
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Amendment to the 2021 Note, dated March 6, 2026, by and among Jaguar Health Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.3 to the Form 8-K filed March 9, 2026, File No. 001-36714). |
4.8 |
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Amendment to the 2025 Note, dated March 6, 2026, by and between Jaguar Health Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.4 to the Form 8-K filed March 9, 2026, File No. 001-36714). |
10.1 |
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Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K/A filed January 12, 2026, File No. 001-36714). |
10.2 |
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License Agreement, dated January 12, 2026, by and among Napo Pharmaceuticals, Inc., Jaguar Health Inc., Woodward Specialty LLC and Future Pak, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed January 15, 2026, File No. 001-36714). |
10.3 |
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Supply Agreement, dated January 12, 2026, by and among Napo Pharmaceuticals, Inc., Woodward Specialty LLC and Future Pak, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed January 15, 2026, File No. 001-36714). |
10.4 |
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Iliad Royalty Interest Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed January 23, 2026, File No. 001-36714). |
10.5 |
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Streeterville Royalty Interest Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed January 23, 2026, File No. 001-36714). |
10.6 |
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Iliad Series L Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed January 23, 2026, File No. 001-36714). |
10.7 |
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Streeterville Series L Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed January 23, 2026, File No. 001-36714). |
10.8 |
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Iliad Series M Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.5 to the Form 8-K filed January 23, 2026, File No. 001-36714). |
10.9 |
|
Streeterville Series M Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.6 to the Form 8-K filed January 23, 2026, File No. 001-36714). |
10.10 |
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Security Agreement, dated March 6, 2026, by and between Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed March 9, 2026, File No. 001-36714). |
10.11 |
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Warrant Termination Agreement, dated March 6, 2026, by and between Jaguar Health Inc., Uptown Capital, LLC, Streeterville Capital, LLC and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed March 9, 2026, File No. 001-36714). |
10.12 |
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Uptown Series Q Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed May 19, 2026, File No. 001-36714). |
10.13 |
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First Streeterville Series Q Exchange Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed May 19, 2026, File No. 001-36714). |
10.14 |
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Second Streeterville Series Q Exchange Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed May 19, 2026, File No. 001-36714). |
31.1* |
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Principal Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2* |
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Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
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Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002). |
32.2** |
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Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002). |
101.INS |
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Inline XBRL Instance Document– the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 |
* Filed herewith.
** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34 47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10 Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURE
Pursuant to the requirements 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.
May 20, 2026 |
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JAGUAR HEALTH, INC. |
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By: |
/s/ Carol R. Lizak |
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Carol R. Lizak Principal Financial and Accounting Officer |
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