Jaguar Health amends 8-K on strategic review
Jaguar Health, Inc. filed an amended current report to replace an earlier press release exhibit with the correct version.
Rhea-AI Filing Summary
Jaguar Health, Inc. filed an amended current report to replace an earlier press release exhibit with the correct version. The updated release confirms that the board has begun exploring a range of strategic alternatives aimed at maximizing shareholder value, following a review of current market conditions.
The company states it expects this strategic review process to align with completion of clinical work supporting a planned New Drug Application for its crofelemer drug candidate for rare intestinal failure diseases. Jaguar emphasizes that these are forward-looking statements subject to significant risks and uncertainties.
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8-K Event Classification
Key Terms
strategic alternatives financial
New Drug Application financial
forward-looking statements regulatory
rare intestinal failure diseases medical
Emerging growth company regulatory
FAQ
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What did Jaguar Health (JAGX) disclose in this amended 8-K/A?
Why did Jaguar Health (JAGX) amend its prior 8-K filing?
What strategic alternatives is Jaguar Health (JAGX) considering?
How does Jaguar Health (JAGX) link its strategic review to the NDA plan?
Are Jaguar Health’s (JAGX) statements about strategic alternatives forward-looking?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
Name of each exchange | ||
EXPLANATORY NOTE
On June 22, 2026, Jaguar Health, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to furnish under Item 7.01 a press release announcing that, following an evaluation of current market conditions, the Company’s Board of Directors has decided to initiate a process to explore and review a range of strategic alternatives focused on maximizing shareholder value.
The Company is filing this Amendment No. 1 on Form 8-K/A to replace Exhibit 99.1 to the Original 8-K with the correct version of the press release as actually issued publicly. The version of the press release attached to the Original 8-K inadvertently contained an incorrect headline. The corrected headline reads: “Jaguar Health Announces Plan to Explore Strategic Alternatives Aligned with Targeted NDA Filing for Rare Disease Intestinal Failure Program.” No other changes have been made to the Original 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On June 22, 2026, Jaguar Health, Inc. (the “Company”) issued a press release announcing that, following an evaluation of current market conditions, its Board of Directors has decided to initiate a process to explore and review a range of strategic alternatives focused on maximizing shareholder value. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K/A.
The information under Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K/A shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, except to the extent specifically provided in any such filing.
This Current Report on Form 8-K/A contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company’s plan to explore potential strategic alternatives, the Company’s expectation that the timing of this strategic exploration process will align with the anticipated completion of clinical work in support of the filing of a New Drug Application by the Company for its crofelemer prescription drug candidate for rare intestinal failure diseases, and the Company’s expectation that the process of identifying a suitable strategic alternative will support its goal of maximizing the value of its intestinal failure development program and benefit all stakeholders. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about
the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the information discussed under the captions “Item 1 Business,” “Item 1A. Risk Factors” and “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated June 22, 2026 (corrected) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JAGUAR HEALTH, INC. | ||
| By: | /s/ Lisa A. Conte | |
| Name: | Lisa A. Conte | |
| Title: | President and Chief Executive Officer | |
Date: June 22, 2026
Exhibit 99.1
Jaguar Health Announces Plan to Explore Strategic Alternatives
Aligned with Targeted NDA Filing for Rare Disease Intestinal Failure Program
Reminder: Lisa Conte, Jaguar’s founder & CEO, to present on June 24, 2026 at the Life Sciences Virtual Investor Forum to provide updates on company’s crofelemer development program for rare intestinal failure diseases; click here to register
San Francisco, CA (June 22, 2026): Jaguar Health, Inc. (NASDAQ: JAGX) (“Jaguar” or the “Company”) today announced that its Board of Directors has initiated a process to explore and review a range of strategic alternatives focused on maximizing stockholder value and aligned with our anticipated completion of the clinical work supporting our filing of a New Drug Application (NDA) by the Company for our crofelemer-based prescription drug candidate for rare intestinal failure diseases. Strategic alternatives under consideration may include, but are not limited to mergers, reverse mergers, acquisitions, partnerships, joint ventures, licensing arrangements or other strategic transactions, and may involve biotech or non-biotech companies.
“We remain sharply focused on and committed to our development program for crofelemer for treatment of rare intestinal failure diseases,” said Lisa Conte, Jaguar’s founder, president, and CEO, “and we believe the process of identifying a suitable strategic alternative for the Company will support our goal of maximizing the value of the opportunity we feel our intestinal failure development program represents – for all stakeholders, including patients, the healthcare community, and Jaguar shareholders.”
Patients with intestinal failure (IF) cannot absorb enough nutrients or fluids and therefore require lifelong nutritional support delivered intravenously, often up to seven days per week and 20 or more hours per day. While lifesaving, nutritional support is associated with serious complications. A third-party market research report estimates that the global value of the nutritional support market for microvillus inclusion disease (MVID), an ultrarare congenital disorder with a lethal natural history and no approved therapies, is approximately $1.1 billion in 2026, rising to approximately $1.5 billion in 2033.1
In an ongoing investigator-initiated proof-of-concept trial in pediatric patients with intestinal failure due to MVID and short bowel syndrome (SBS-IF), crofelemer demonstrated a reduction of parenteral support (nutritional support combined with supplemental intravenous fluids) of up to 37%. A late-breaking abstract providing updates about this trial will be presented at the European Society for Pediatric Gastroenterology, Hepatology & Nutrition (ESPGHAN) Annual Meeting in June 2026.
There can be no assurance that exploration of strategic alternatives by Jaguar will result in the Company entering or completing any transaction. Jaguar does not intend to make any further disclosures regarding the strategic review process unless and until a specific course of action is approved.
About the Jaguar Health Family of Companies
Jaguar Health, Inc. (“Jaguar”) develops novel proprietary prescription drugs sustainably derived from plants for people with complicated gastrointestinal (“GI”) disease states. Jaguar family companies Napo Pharmaceuticals, Inc. and Napo Therapeutics S.p.A. focus on the development and commercialization of novel crofelemer powder for oral solution for the treatment of rare and orphan gastrointestinal disorders with intestinal failure, including microvillus inclusion disease and short bowel syndrome. Magdalena Biosciences, a joint venture formed by Jaguar and Filament Health Corp. that emerged from Jaguar’s Entheogen Therapeutics Initiative (ETI), is focused on developing novel prescription medicines derived from plants for mental health indications.
For more information about:
Jaguar Health, visit https://jaguar.health
Napo Pharmaceuticals, visit napopharma.com
Napo Therapeutics, visit napotherapeutics.com
Magdalena Biosciences, visit magdalenabiosciences.com
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements.” These include statements regarding Jaguar’s plan to explore potential strategic alternatives, Jaguar’s expectation that the timing of this strategic exploration process will align with the anticipated completion of clinical work in support of the filing of a NDA by the Company for its crofelemer prescription drug candidate for rare intestinal failure diseases, Jaguar’s expectation that the process of identifying a suitable strategic alternative for the Company will support Jaguar’s goal of maximizing the value of its intestinal failure development program and benefit all stakeholders, including patients, the healthcare community, and Jaguar shareholders, and Jaguar’s expectation that Jaguar management will present on June 24, 2026 at the Life Sciences Virtual Investor Forum. 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 release are only predictions. Jaguar has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements speak only as of the date of this release and are subject to several risks, uncertainties, and assumptions, some of which cannot be predicted or quantified and some of which are beyond Jaguar’s control. Except as required by applicable law, Jaguar does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Source: Jaguar Health, Inc.
1Global Microvillus Inclusion Disease Market—Industry Trends and Forecast to 2033, Data Bridge Market Research, May 2026
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