[424B5] Jaguar Health, Inc. Prospectus Supplement (Debt Securities)
Rhea-AI Filing Summary
Jaguar Health, Inc. filed Supplement No. 6 to its ATM Prospectus Supplement to amend the At-The-Market Offering Agreement with Ladenburg Thalmann and Lucid Capital Markets. The amendment, dated August 14, 2025, extends Lucid's role as a Manager under the ATM Agreement retrospectively from June 30, 2025 through December 31, 2025, unless further extended, after which Ladenburg would be the sole Manager.
Since the ATM Prospectus Supplement dated May 23, 2024, the company has sold 1,370,282 shares under the ATM Program for gross proceeds of approximately $22.9 million, leaving approximately $1.66 million available for future sales. The last reported Nasdaq sale price on August 13, 2025 was $2.59 per share.
Positive
- Raised approximately $22.9 million through the ATM Program by selling 1,370,282 shares since May 23, 2024
- Extension of Lucid as a Manager through December 31, 2025 provides continuity for ATM executions
Negative
- Only approximately $1.66 million of the registered offering capacity remains available under the current prospectus
- Unless further extended, Lucid will cease to be a Manager after December 31, 2025, leaving Ladenburg as sole Manager
Insights
TL;DR: Routine amendment extends Lucid's manager role and shows substantial use of the ATM facility raising ~$22.9M.
The supplement documents a procedural extension of Lucid's appointment under the existing ATM Agreement through December 31, 2025, preserving sales continuity with two managers for the remainder of the year. The company has utilized the ATM program meaningfully, selling 1,370,282 shares for approximately $22.9 million since May 23, 2024, leaving about $1.66 million of capacity under the registered amount. This suggests the ATM has been an active financing channel but near-depletion of the current shelf allocation could limit near-term issuance without an amendment to the registration.
TL;DR: Governance update is administrative; it clarifies manager roles and timelines but carries limited standalone impact.
The amendment is administrative in nature, retroactively extending Lucid's manager tenure to ensure contractual continuity through year-end 2025. It also clarifies that absent further amendment, Lucid will cease as a Manager after December 31, 2025, leaving Ladenburg as sole sales agent. For stakeholders, this reduces ambiguity about who may effect ATM placements in the near term, but it does not introduce new financing terms or change the amount of authorized shares under the prospectus.
Filed pursuant to Rule 424(b)(5)
File No. 333-278861
Supplement No. 6 dated August 14, 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. 6 (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, supplement No. 4, dated May 21, 2025, and supplement No. 5, dated June 27, 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”), 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, and 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 and February 4, 2025 by and among the Company, Ladenburg and Lucid Capital Markets, LLC (“Lucid” and, together with Ladenburg, the “Managers”).
This supplement is being filed to reflect that, on August 14, 2025, we entered into amendment No. 6 to the ATM Agreement with Ladenburg and Lucid to extend the term during which Lucid shall continue to serve as a Manager under the ATM Agreement retrospectively from June 30, 2025 to December 31, 2025, unless further extended by the parties to the ATM Agreement. If not otherwise amended or extended, then after December 31, 2025 Ladenburg will be the sole Manager, and Lucid shall no longer be a Manager, under the ATM Agreement, and the references to the terms “Ladenburg,” “sales agent,” or “Agent” will refer exclusively to Ladenburg.
From May 23, 2024, the date of the ATM Prospectus Supplement, through the date of this supplement, we have sold under the ATM Program an aggregate of 1,370,282 shares of our Common Stock, pursuant to the ATM Agreement, for gross proceeds of approximately $22.9 million, leaving approximately $1.66 million available to be offered by this supplement, the ATM Prospectus Supplement and the accompanying Base Prospectus. Our common stock trades on the Nasdaq under the symbol “JAGX.” On August 13, 2025, the last reported sale price of our common stock on the Nasdaq was $2.59 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 August 14, 2025
FAQ
How many shares has Jaguar Health (JAGX) sold under the ATM Program since May 23, 2024?
How much gross proceeds did Jaguar Health (JAGX) raise from the ATM sales?
What change to the ATM Agreement does Supplement No. 6 make?
How much offering capacity remains available under the prospectus?
What was Jaguar Health's (JAGX) last reported sale price on Nasdaq referenced in the supplement?
