Jaguar Health (NASDAQ: JAGX) issues $350K notes with stock warrants

Rhea-AI Filing Summary

Jaguar Health, Inc. filed an amended current report to correct dates in a prior disclosure and to fully restate the terms of a recent financing. On January 6, 2026, the company entered into securities purchase agreements with two accredited investors and issued $350,000 aggregate principal amount of unsecured promissory notes, with proceeds to be used for working capital and other general corporate purposes. The notes bear 6% annual interest, mature one month after issuance, and may be prepaid without penalty. As an inducement, the investors also received warrants to purchase up to 350,000 shares of common stock at an initial exercise price of $1.00 per share, exercisable immediately and expiring upon the earliest of five years from issuance, a fundamental transaction, or a liquidation event.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(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): January 6, 2026

Jaguar Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-36714	46-2956775
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
200 Pine Street Suite 400
San Francisco, California				94104
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 371-8300

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share		JAGX		The Nasdaq Stock Market

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. ☐

Explanatory Note

Jaguar Health, Inc. (the “Company”) is filing this Form 8-K/A as an amendment (the “Amendment”) to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2026 (the “Original Report”), to correct scrivener’s errors in (i) the disclosure of the execution date of the Securities Purchase Agreements (as defined in the Original Report) and the closing date of the transactions contemplated thereunder, both of which shall be corrected to January 6, 2026, and (ii) the Date of Report (date of earliest event reported) set forth on the cover page of the Original Report. Copies of the form of Note, the form of Warrant (both as defined in the Original Report), and the form of Securities Purchase Agreement filed as Exhibits 4.1, 4.2 and 10.1 to the Original Report contained the same scrivener’s errors discussed in the foregoing sentence. This Amendment amends and restates the Original Report in its entirety. The corrected copies of the form of Note, the form of Warrant and the form of Securities Purchase Agreement are filed as Exhibits 4.1, 4.2 and 10.1 hereto and supersede and replace in their respective entirety Exhibits 4.1, 4.2 and 10.1 to the Original Report.

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On January 6, 2026 (the “Execution Date”), Jaguar Health, Inc. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with two accredited investors (each, an “Investor”), pursuant to which the Company issued $350,000 aggregate principal amount of unsecured promissory notes (collectively, the “Notes”) to such Investors. The Company will use the proceeds for working capital and other general corporate purposes. The transaction closed on January 6, 2026.

The Company makes certain customary representations and warranties and has agreed to customary covenants and obligations under the Securities Purchase Agreements.

Promissory Notes

The Notes bear interest at the rate of 6% per annum and will mature one month after issuance (the “Maturity Date”).

The Company may prepay any amount outstanding under the Notes (including principal and accrued and unpaid interest) without penalty or premium.

Common Stock Warrants

As an inducement to enter into the Securities Purchase Agreements, the Investors received warrants (collectively, the “Warrants”) to purchase up to an aggregate of 350,000 shares (the “Warrant Shares”) of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”), with an initial exercise price equal to $1.00 per share, subject to adjustment for reclassification of the Common Stock, non-cash dividend, stock split, reverse stock split or other similar transaction (the “Exercise Price”). The Warrants are exercisable immediately upon issuance and will expire on the earlier of (i) five years from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event.

The form of Note, the form of Warrant, and the form of Securities Purchase Agreement are filed as Exhibits 4.1, 4.2, and 10.1, respectively, to this Current Report on Form 8-K, and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the Notes, the Warrants, and the Securities Purchase Agreements, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety.

All of the securities described in this Current Report on Form 8-K were offered and sold in reliance upon exemptions from registration pursuant to 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offering was made to “accredited investors” (as defined by Rule 501 under the Securities Act).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Unsecured Promissory Note
4.2		Form of Common Stock Warrant
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

			JAGUAR HEALTH, INC.
Date:	January 12, 2026	By:	/s/Lisa A. Conte
			Lisa A. Conte Chief Executive Officer & President

FAQ

What financing did Jaguar Health (JAGX) disclose in this 8-K/A?

Jaguar Health disclosed that on January 6, 2026 it issued $350,000 aggregate principal amount of unsecured promissory notes to two accredited investors under securities purchase agreements.

What are the key terms of Jaguar Healths new promissory notes?

The notes bear 6% interest per year, will mature one month after issuance, and may be prepaid by Jaguar Health at any time without penalty or premium.

What stock warrants were issued alongside the Jaguar Health notes?

As an inducement, investors received warrants to purchase up to 350,000 shares of Jaguar Health common stock at an initial exercise price of $1.00 per share, subject to customary adjustments.

When do the Jaguar Health warrants become exercisable and when do they expire?

The warrants are exercisable immediately upon issuance and expire on the earlier of five years from issuance, the consummation of a fundamental transaction, or a liquidation event.

How will Jaguar Health use the $350,000 raised from the notes?

Jaguar Health states it will use the $350,000 in note proceeds for working capital and other general corporate purposes.

Were the Jaguar Health notes and warrants registered with the SEC?

No. Jaguar Health offered and sold the notes and warrants in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D to accredited investors.

Why did Jaguar Health file this report as an amendment?

Jaguar Health filed this 8-K/A to correct scriveners errors in the execution date of the securities purchase agreements, the closing date of the transactions, and the date of report, and to replace the earlier forms of the note, warrant, and purchase agreement exhibits.