[424B5] Jaguar Health, Inc. Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

Jaguar Health has filed a prospectus supplement (No. 5) to amend its At-The-Market (ATM) offering program. The key updates include:

Key Details:

• Maximum offering reduced to $3,378,239 worth of common stock shares
• Current stock price: $2.71 per share (as of June 26, 2025)
• Trading symbol: JAGX on Nasdaq
• Non-affiliate market value: approximately $19.0 million (1,463,644 shares at $12.98)

The company has become subject to Form S-3's General Instruction I.B.6 limitations as of March 31, 2025. They have already sold approximately $2.95 million worth of shares in the prior 12-month period. The ATM program is being conducted through Ladenburg Thalmann & Co. and Lucid Capital Markets as sales agents, with all other terms remaining unchanged from the original agreement.

Positive

• None.

Negative

• Company's selling capacity under Form S-3 is severely limited due to reduced market capitalization, with only $3.38M remaining available for sale through ATM program
• Stock price has declined significantly to $2.71 per share as of June 26, 2025, indicating substantial market value deterioration
• Company has already sold $2.95M worth of shares in the prior 12-month period, suggesting ongoing reliance on equity dilution for funding

Filed pursuant to Rule 424(b)(5)

File No. 333-278861

Supplement No. 5 dated June 27, 2025

To Prospectus Supplement dated May 23, 2024

(To Prospectus Dated May 1, 2024)

 

JAGUAR HEALTH, INC.

Up to $3,378,239

Shares of Common Stock

 

 

This supplement No. 5 (this “Supplement) amends and supplements certain information contained in the prospectus supplement, dated May 23, 2024, and as amended by the supplement No. 1, dated July 17, 2024, the supplement No. 2, dated November 13, 2024, supplement No. 3, dated May 5, 2025 and supplement No. 4, dated May 21, 2025 (the “ATM Prospectus Supplement”), and the accompanying prospectus, dated May 1, 2024 (the “Base Prospectus,” and together with the ATM Prospectus Supplement, any supplement thereto, and the documents deemed incorporated by reference in each, the “Prospectus”), filed as part of our registration statement on Form S-3 (File No. 333-278861) (the “Registration Statement”), which relate to the offer and sale of shares of voting common stock of Jaguar Health, Inc. (“we”, “us” or the “Company”), par value $0.0001 per share (the “Common Stock”), in an “at-the-market” offering (the “ATM Program”) pursuant to the ATM Agreement (as defined below). The terms “Company,” “we,” “us,” and “our” refer to Jaguar Health, Inc. and its subsidiaries, unless indicated otherwise.

You should carefully read the entire Prospectus and this Supplement before investing in our Common Stock. This Supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This Supplement is not complete without, and may only be delivered or utilized in connection with the Prospectus and any future amendments or supplements thereto.

Under the Prospectus, we registered shares of our Common Stock having an aggregate offering price of up to $75,000,000 for offer and sale from time to time through Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and Lucid Capital Markets, LLC (“Lucid” and, together with Ladenburg, the “Managers”), acting as the Company’s sales agents, pursuant to an At The Market Offering Agreement, dated December 10, 2021, between us and Ladenburg, as amended on each of February 2, 2022 and May 23, 2024 by and between the Company and Ladenburg, and on each of July 17, 2024, November 13, 2024 and February 4, 2025 by and among the Company, Ladenburg and Lucid Capital Markets, LLC (the “ATM Agreement”). Sales of our Common Stock under the Prospectus, as supplemented by this Supplement, may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (“Securities Act”).

As previously reported, on March 31, 2025, we became subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the Registration Statement of which this Supplement and the Prospectus are a part. The aggregate market value of our Common Stock held by non-affiliates as of June 26, 2025 pursuant to General Instruction I.B.6 of Form S-3 is approximately $19.0 million, which was calculated based on 1,463,644 outstanding shares of our Common Stock held by non-affiliates at a price of $12.98 per share, which was the closing price of our Common Stock on May 2, 2025. As of the date hereof, we have sold an aggregate of approximately $2.95 million worth of shares of our Common Stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-month calendar period that ends on and includes the date hereof. As a result of the limitations of General Instruction I.B.6 of Form S-3 and the sales to date under the Prospectus, and in accordance with the terms of the ATM Agreement, the aggregate offering price of the shares of Common Stock that we may sell from time to time through the Managers pursuant to the Prospectus has been reduced to $3,378,239.

Except as modified by this Supplement, the terms of the ATM Program remain unchanged, and the ATM Agreement remains in full force and effect.

Our Common Stock trades on the Nasdaq under the symbol “JAGX.” On June 26, 2025, the last reported sale price of our Common Stock on the Nasdaq was $2.71 per share.

Investing in our Common Stock involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described under the caption “Risk Factors” beginning on page S-8 of the ATM Prospectus Supplement, in our most recent Annual Report on Form 10-K, and our most recent Quarterly Reports on Form 10-Q, and any amendments thereto, which are incorporated by reference into the Prospectus, and in the other documents that are filed after the date hereof and incorporated by reference into this Supplement and the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement and the Prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

LADENBURG THALMANN   LUCID CAPITAL MARKETS

The date of this Supplement is June 27, 2025

FAQ

What is the maximum amount JAGX can raise through its current ATM offering as of June 2025?

As of June 2025, JAGX can raise up to $3,378,239 through its current ATM (at-the-market) offering program. This amount was reduced from the original $75 million registration due to limitations under General Instruction I.B.6 of Form S-3.

What is JAGX's current stock price and market value of shares held by non-affiliates?

As of June 26, 2025, JAGX's stock price was $2.71 per share on Nasdaq. The aggregate market value of common stock held by non-affiliates was approximately $19.0 million, calculated based on 1,463,644 shares at $12.98 per share (price as of May 2, 2025).

How much has JAGX already sold under General Instruction I.B.6 of Form S-3?

JAGX has sold approximately $2.95 million worth of shares of common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-month calendar period ending June 2025.

Who are the sales agents for JAGX's ATM offering?

The sales agents (Managers) for JAGX's ATM offering are Ladenburg Thalmann & Co. Inc. (Ladenburg) and Lucid Capital Markets, LLC, operating under an At The Market Offering Agreement originally dated December 10, 2021, with subsequent amendments.

When was JAGX's current ATM program established and modified?

JAGX's ATM program was established with an original agreement on December 10, 2021, and has been amended multiple times: on February 2, 2022, May 23, 2024 (with Ladenburg), and on July 17, 2024, November 13, 2024, and February 4, 2025 (adding Lucid Capital Markets, LLC).