Jaguar Health reduces ATM share capacity to $4.78M

Rhea-AI Filing Summary

Jaguar Health, Inc. (JAGX) updates its at-the-market equity program, stating that the aggregate offering price of common stock it may sell under its Form S-3 ATM facility has been reduced to approximately $4.78 million pursuant to General Instruction I.B.6 of Form S-3.

The company calculates the aggregate market value of common stock held by non-affiliates at about $14.99 million, based on 5,335,075 non-affiliate shares at $2.81 per share as of July 6, 2026, and notes that approximately $214,660 of stock has been sold under the I.B.6 limits in the prior 12-month period. Ladenburg Thalmann remains the sole sales agent under the ATM Agreement, and JAGX common stock trades on Nasdaq at a last reported price of $0.7299 per share on September 2, 2026.

Filing Explained

The September 3 supplement updates the ATM program’s registered selling capacity to approximately $4.78 million, after approximately $214,660 of sales in the prior 12-month period; it does not itself report a new share issuance, so dilution remains conditional on future sales.

Key Figures

Remaining ATM capacity: $4.78 million aggregate offering price Non-affiliate market value: $14.99 million Non-affiliate shares: 5,335,075 shares +4 more

7 metrics

Remaining ATM capacity $4.78 million aggregate offering price Aggregate offering price of common stock Jaguar Health may sell under its ATM Program after applying Form S-3 I.B.6 limits

Non-affiliate market value $14.99 million Aggregate market value of common stock held by non-affiliates under Form S-3 General Instruction I.B.6 as of August 27, 2026

Non-affiliate shares 5,335,075 shares Outstanding Jaguar Health common shares held by non-affiliates used in the I.B.6 calculation, priced as of July 6, 2026

Share price for I.B.6 test $2.81 per share Closing price of Jaguar Health common stock on July 6, 2026 used to compute non-affiliate market value

ATM sales last 12 months $214,660 Aggregate value of common stock sold under General Instruction I.B.6 of Form S-3 in the prior 12-month period

Recent Nasdaq price $0.7299 per share Last reported sale price of Jaguar Health common stock on Nasdaq on September 2, 2026

Registered share cap reference 4,782,527 shares Number of shares referenced in the ATM prospectus heading corresponding to up to $4,782,527 of common stock

Key Terms

at-the-market offering, General Instruction I.B.6 of Form S-3, Registration Statement, aggregate market value, +1 more

5 terms

at-the-market offering financial

"voting common stock ... in an “at-the-market” offering (the “ATM Program”)"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

General Instruction I.B.6 of Form S-3 regulatory

"we became subject to General Instruction I.B.6 of Form S-3"

Registration Statement regulatory

"filed as part of our registration statement on Form S-3"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

aggregate market value financial

"The aggregate market value of our Common Stock held by non-affiliates"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

sales agent financial

"Ladenburg became the sole sales agent under the ATM Agreement"

A sales agent is an individual or firm authorized to sell a company’s products or services on its behalf, typically paid by commission or fees rather than a fixed salary. For investors, who a company uses to reach customers and how well those agents perform affects revenue growth and profit margins — like hiring local independent sellers to expand into new neighborhoods without building stores — so agent quality and cost matter to future cash flow and valuation.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What change does Jaguar Health (JAGX) disclose to its ATM program capacity?

Jaguar Health states that, due to Form S-3 General Instruction I.B.6 limits and prior sales, the aggregate offering price of common stock it may sell through its at-the-market program has been reduced to approximately $4.78 million.

How does Form S-3 General Instruction I.B.6 affect JAGX in this supplement?

Jaguar Health notes it is subject to General Instruction I.B.6 of Form S-3, which limits the amount it may sell under its registration statement. This constraint leads to an updated remaining ATM capacity of about $4.78 million.

What is the market value of Jaguar Health (JAGX) non-affiliate shares used for the S-3 test?

Jaguar Health reports an aggregate market value of common stock held by non-affiliates of approximately $14.99 million, based on 5,335,075 shares at a price of $2.81 per share as of July 6, 2026.

How much has Jaguar Health sold under Form S-3 I.B.6 in the last 12 months?

Jaguar Health states it has sold an aggregate of approximately $214,660 worth of common stock under General Instruction I.B.6 of Form S-3 during the prior 12-month calendar period ending on the date of the supplement.

What was the recent Nasdaq trading price for Jaguar Health (JAGX) common stock?

Jaguar Health reports that on September 2, 2026, the last reported sale price of its common stock on Nasdaq was $0.7299 per share.

Who is the current sales agent for Jaguar Health’s ATM program?

The supplement states that after Lucid Capital Markets’ term expired on December 31, 2025, Ladenburg Thalmann & Co. Inc. became the sole sales agent under the ATM Agreement as of January 1, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 08:31 AM Accepted by SEC EDGAR 09/03/2026 - 08:30 AM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(5)

File No. 333-278861

Supplement No. 7 dated September 3, 2026

To Prospectus Supplement dated May 23, 2024

(To Prospectus Dated May 1, 2024)

JAGUAR HEALTH, INC.

Up to $4,782,527

Shares of Common Stock

This supplement No. 7 (this “Supplement) amends and supplements certain information contained in the prospectus supplement, dated May 23, 2024, as amended by supplement No. 1, dated July 17, 2024, supplement No. 2, dated November 13, 2024, supplement No. 3, dated May 5, 2025, supplement No. 4, dated May 21, 2025, supplement No. 5, dated June 27, 2025, and supplement No. 6, dated August 14, 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.

On December 10, 2021, we established the ATM Program to which the Prospectus relates, and through which we may offer and sell, from time to time through Ladenburg Thalmann & Co. Inc. (“Ladenburg” or “Manager”), acting as the Company’s sales agent, shares of our common stock. In connection therewith, we entered into that certain At The Market Offering Agreement (as amended and may be further amended from time to time, the “ATM Agreement”), dated December 10, 2021, as amended on each of February 2, 2022 and May 23, 2024 by and between the Company and Ladenburg, and on July 17, 2024, November 13, 2024, February 4, 2025 and August 14, 2025 by and among the Company, Ladenburg and Lucid Capital Markets, LLC (“Lucid”). Lucid’s term as sales agent under the ATM Agreement expired on December 31, 2025, and Ladenburg became the sole sales agent under the ATM Agreement as of January 1, 2026.

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 August 27, 2026 pursuant to General Instruction I.B.6 of Form S-3 is approximately $14.99 million, which was calculated based on 5,335,075 outstanding shares of our Common Stock held by non-affiliates at a price of $2.81 per share, which was the closing price of our Common Stock on July 6, 2026. As of the date hereof, we have sold an aggregate of approximately $214,660 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 approximately $4.78 million.

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 September 2, 2026, the last reported sale price of our common stock on the Nasdaq was $0.7299 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

The date of this supplement is September 3, 2026