Jaguar Health (NASDAQ: JAGX) cuts $22.7M royalties via new Series Q preferred

Rhea-AI Filing Summary

Jaguar Health has restructured parts of two royalty financings by issuing a new class of Series Q Perpetual Preferred Stock. On May 19, 2026 it issued 500 Series Q shares to Uptown Capital in exchange for a $12,500,000 reduction in the December 2020 royalty balance and 408 Series Q shares to Streeterville Capital in exchange for a combined $10,200,000 reduction in the August 2022 royalty balance.

The Series Q Preferred Stock has a $25,000 stated value per share, no cash dividends, and accrues a 10% annual return payable in additional Series Q shares. It carries voting rights on an as-converted basis, subject to a 9.99% voting cap and a separate 9.99% beneficial ownership cap. The company may exchange Series Q into common stock at the Minimum Price, subject to trading, Nasdaq and ownership constraints, and holders have priority in liquidation up to their stated value plus accrued return.

The Certificate of Designation also imposes extensive covenants limiting new equity raises above $15,000,000, new debt repayment to these holders, capital structure changes, asset sales, reverse splits and fundamental transactions without consent of required holders, and provides default remedies including forced redemption into common stock within exchange and ownership caps.

Insights

Capital structure analyst

Jaguar trades royalty obligations for tight preferred equity.

Jaguar Health has reduced royalty interest balances by a combined $22.7M through issuing 908 shares of Series Q Preferred Stock at a $25,000 stated value and 10% annual paid-in-kind return. This replaces cash-like royalty claims with structurally senior equity-linked instruments.

The Series Q carries strong protections for holders: liquidation preference, broad consent rights over financings, capital changes, asset sales and fundamental transactions, plus exchange and forced-redemption mechanics into common stock subject to 9.99% ownership limits and an Exchange Cap tied to Nasdaq rules. These features constrain corporate flexibility but may ease near-term cash burdens versus royalty payments.

Actual impact depends on future exchange activity into common stock and whether covenant packages limit funding options above $15M without required holder consent. Subsequent filings describing common-share issuance under exchange or forced-redemption provisions will clarify long-term dilution and control implications.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 5.03, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Uptown royalty reduction: $12,500,000 First Streeterville reduction: $3,700,000 Second Streeterville reduction: $6,500,000 +5 more

8 metrics

Uptown royalty reduction $12,500,000 Reduction of December 2020 Royalty Interest via Uptown Series Q Exchange Agreement

First Streeterville reduction $3,700,000 Reduction of August 2022 Royalty Interest for 148 Series Q shares

Second Streeterville reduction $6,500,000 Additional reduction of August 2022 Royalty Interest for 260 Series Q shares

Series Q issued 908 shares 500 to Uptown, 148 + 260 to Streeterville under exchange agreements

Series Q stated value $25,000 per share Basis for voting power, liquidation preference and exchange calculations

Preferred Return rate 10% per year Annual return on Series Q stated value, paid in additional Series Q shares

Series Q authorized 2,000 shares Portion of 4,475,074 authorized preferred shares designated as Series Q

Ownership/Voting cap 9.99% Maximum beneficial ownership and voting power per holder in Jaguar common stock

Key Terms

Series Q Perpetual Preferred Stock, Certificate of Designation, Deemed Liquidation Event, Preferred Return, +2 more

6 terms

Series Q Perpetual Preferred Stock financial

"the Company issued 500 shares of Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”)"

Certificate of Designation regulatory

"The terms of the Series Q Preferred Stock are set forth in a Certificate of Designation"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Deemed Liquidation Event financial

"Each of the following events shall be considered a “Deemed Liquidation Event”"

Preferred Return financial

"Each share of Series Q Preferred Stock shall accrue a rate of return on the Stated Value at the rate of 10% per year"

Preferred return is a minimum annual return that certain investors are promised before the manager or owner shares in profits; think of it as the first slice of earnings that gets paid out like a priority lane. It matters to investors because it reduces downside risk and sets a performance benchmark — managers only earn their performance-based share after this preferred amount is delivered, so it affects expected cash flow timing and alignment of incentives.

Exchange Cap financial

"the total cumulative number of the Exchange Shares and the Forced Redemption Shares, in aggregate, that could be issued"

Fundamental Transaction financial

"“Fundamental Transaction” means: (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/19/2026 - 05:07 PM Learn about SEC filing dates

FAQ

What did Jaguar Health (JAGX) announce regarding its royalty interests?

Jaguar Health exchanged portions of two royalty interests for Series Q Preferred Stock. It issued 500 Series Q shares to Uptown for a $12,500,000 reduction and 408 Series Q shares to Streeterville for a $10,200,000 reduction in outstanding royalty balances, altering those obligations.

How many Series Q Preferred shares did Jaguar Health (JAGX) issue and at what stated value?

Jaguar issued 908 Series Q Preferred shares, with a stated value of $25,000 per share. The Certificate of Designation authorizes up to 2,000 Series Q shares out of 4,475,074 authorized preferred shares, defining their economic and voting rights in detail.

What return do holders of Jaguar Health’s (JAGX) Series Q Preferred Stock receive?

Each Series Q Preferred share accrues a 10% annual return on its $25,000 stated value. This “Preferred Return” is not paid in cash but in additional Series Q shares, based on the accrued amount divided by the stated value at each calculation point.

How can Jaguar Health (JAGX) exchange Series Q Preferred into common stock?

Jaguar may, at its discretion, exchange Series Q shares into common stock at a ratio using the $25,000 stated value divided by an Exchange Price equal to the Minimum Price. Exchanges are subject to ownership caps, trading conditions, Nasdaq-related Exchange Caps and detailed Exchange Conditions.

What voting rights come with Jaguar Health’s (JAGX) Series Q Preferred Stock?

Series Q votes with common stock on an as-converted basis using the $25,000 stated value divided by the Minimum Price. However, any holder and its affiliates cannot vote more than 9.99% of Jaguar’s outstanding common shares as of the relevant record date due to a Voting Cap.

What key covenants apply to Jaguar Health (JAGX) while Series Q Preferred is outstanding?

While Series Q remains outstanding, Jaguar is restricted from large equity raises above $15,000,000, increasing authorized stock, new preferred classes, significant asset sales, most reverse splits and fundamental transactions without Required Holders’ consent, and faces limits on pledging assets or making restricted issuances.

What happens if Jaguar Health (JAGX) defaults under the Series Q Certificate of Designation?

If an Event of Default occurs, Required Holders can force redemption of all Series Q shares into common stock at formulas tied to Stated Value, Preferred Return and other amounts, within ownership and Exchange Cap limits, and may also pursue other legal and injunctive remedies described in the Certificate.

false 0001585608 --12-31 0001585608 2026-05-19 2026-05-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Royalty Interest for Series Q Preferred Stock Exchange Transactions

As previously disclosed, on December 22, 2020, Jaguar Health, Inc. (the “Company”) sold to Uptown Capital, LLC(f/k/a Irving Park Capital, LLC) (“Uptown”) a royalty interest in the original principal amount of $12 million (as amended, the “December 2020 Royalty Interest”).

On May 19, 2026, the Company entered into a privately negotiated exchange agreement (the “Uptown Series Q Exchange Agreement”) with Uptown. Pursuant to the Uptown Series Q Exchange Agreement, the Company issued 500 shares of Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”) to Uptown in exchange for a $12,500,000 reduction in the outstanding balance of the December 2020 Royalty Interest.

Also as previously disclosed, on August 24, 2022, the Company sold to Streeterville Capital, LLC (“Streeterville”) a royalty interest in the original principal amount of $12 million (as amended, the “August 2022 Royalty Interest”).

On May 19, 2026, the Company entered into (i) a privately negotiated exchange agreement (the “First Streeterville Series Q Exchange Agreement”) with Streeterville, pursuant to which the Company issued 148 shares of Series Q Preferred Stock to Streeterville in exchange for a $3,700,000 reduction in the outstanding balance of the August 2022 Royalty Interest, and (ii) a privately negotiated exchange agreement (the “Second Streeterville Series Q Exchange Agreement”; together with the Uptown Series Q Exchange Agreement and the First Streeterville Series Q Exchange Agreement, collectively, the “CVP Exchange Agreements”) also with Streeterville, pursuant to which the Company issued 260 shares of Series Q Preferred Stock to Streeterville in exchange for an additional $6,500,000 reduction in the outstanding balance of the August 2022 Royalty Interest.

Subject to the terms of the Series Q Preferred Stock, each share of Series Q Preferred Stock is exchangeable or redeemable for shares of Common Stock. The terms of the Series Q Preferred Stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series Q Perpetual Preferred Stock (the “Certificate of Designation”) filed with the Secretary of State of Delaware and effective on May 19, 2026.

Each of the Uptown Series Q Exchange Agreement and the Streeterville Series Q Exchange Agreement includes representations, warranties, and covenants customary for a transaction of this type.

The foregoing summary of each of the Uptown Series Q Exchange Agreement, the First Streeterville Series Q Exchange Agreement and the Second Streeterville Series Q Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Uptown Series Q Exchange Agreement, the First Streeterville Series Q Exchange Agreement and the Second Streeterville Series Q Exchange Agreement, respectively, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

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. The Common Exchange Shares and the shares of Series Q Preferred Stock were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Series Q Certificate of Designation

As disclosed under Items 1.01 and 3.02 above, in connection with the Royalty Interest for Series Q Preferred Stock Exchange Transactions, the Company agreed to issue shares of Series Q Preferred Stock to Uptown and Streeterville, respectively. The preferences, rights, limitations and other matters relating to the Series Q Preferred Stock are set forth in the Certificate of Designation, which the Company filed with the Secretary of State of the State of Delaware on May 19, 2026. The Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing.

The Certificate of Designation authorizes the Company to issue up to 2,000 of its 4,475,074 authorized shares of preferred stock as Series Q Preferred Stock.

Dividends

Holders of shares of Series Q Preferred Stock (the “Holders”) will not be entitled to receive any dividends on shares of Series Q Preferred Stock.

Voting Rights

The Series Q Preferred Stock shall vote together with shares of Common Stock on an as-converted basis from time to time, and not as a separate class, at any annual or special meeting of stockholders of the Company, and may act by written consent in the same manner as holders of shares of the Common Stock, in either case upon the following basis: each share of the Series Q Preferred Stock shall be entitled to such number of votes equal to the quotient obtained by dividing (i) the $25,000 stated value of each share of Series Q Preferred Stock (the “Stated Value”) by (ii) the Minimum Price (which is defined as the lower of: (i) the Nasdaq official closing price (as reflected on Nasdaq.com) immediately preceding a given date or (ii) the average Nasdaq official closing price of the Common Stock (as reflected on Nasdaq.com) for the five (5) trading days immediately preceding such given date) of the Common Stock on the date of the CVP Exchange Agreements. In addition, as long as any shares of Series Q Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series Q Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series Q Preferred Stock or alter or amend the Certificate of Designation or (b) enter into any agreement with respect to any of the foregoing.

Notwithstanding the foregoing, in no event shall a Holder (together with such Holder’s Affiliates and Attribution Parties (both terms as defined in the Certificate of Designation)) be entitled to vote, on an as-converted basis and in aggregate with respect to any shares of Common Stock and preferred stock of the Company beneficially owned by such Holder or any Affiliates or Attribution Parties of such Holder, more than 9.99% of the Company’s outstanding shares of Common Stock as of the applicable record date (the “Voting Cap”). The Voting Cap shall be appropriately adjusted for any stock splits, reverse stock splits, stock dividends, reclassifications, reorganization, recapitalizations or other similar transaction.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event (as defined below), each share of Series Q Preferred Stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of Common Stock equal to by reason of their ownership thereof, an amount per share of Series Q Preferred Stock equal to the Stated Value at such time plus any accrued but unpaid Preferred Return (as applicable, the “Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company (other than a Chapter 7 bankruptcy) or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the Liquidation Amount, the Holders with respect to their shares of Series Q Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Following the payment of the Liquidation Amount, if there are any remaining assets of the Company available for distribution to its stockholders, the Series Q Preferred Stock shall not participate in such distributions. Notwithstanding the foregoing, if in the event of a

dissolution or winding up of the Company in connection with a Chapter 7 bankruptcy, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the Liquidation Amount, the Holders with respect to their shares of Series Q Preferred Stock shall be entitled to receive out of such assets the same amount that each share of the Common Stock would receive as if each outstanding share of Series Q Preferred Stock were, immediately prior to the applicable record date, fully converted (disregarding solely for such purposes any conversion or exchange limitations hereunder) to shares of Common Stock by dividing (i) Liquidation Amount by (ii) the greater of (x) the Minimum Price as of the record date and (y) $0.726 per share (the “Floor Price”), which amounts shall be paid pari passu with all holders of Common Stock.

Each of the following events shall be considered a “Deemed Liquidation Event”: (a) (A) a merger or consolidation in which the Company is a constituent party and in which the stockholders of the Company immediately prior to such merger or consolidation do not continue to hold a majority of the voting power of the Company or any successor entity following such merger or consolidation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company. The Company shall not have the power to effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement’) provides that the consideration payable to the Series Q Preferred Stock shall be allocated in accordance with the Certificate of Designation.

Conversion Rights

Series Q Preferred Stock shall not be convertible into Common Stock or any other security of the Company and does not otherwise have any conversion rights.

Preferred Return

Each share of Series Q Preferred Stock shall accrue a rate of return on the Stated Value at the rate of 10% per year from the date of issuance, and to be determined pro rata for any factional year periods (the “Preferred Return”). The Preferred Return shall accrue on each share of Series Q Preferred Stock from the date of its issuance, and shall be payable via the issuance of additional shares of Series Q Preferred Stock whereby the number of shares of Series Q Preferred Stock will equal the quotient obtained by dividing (i) the Preferred Return then accrued and unpaid divided by (ii) the Stated Value.

Exchange Rights

The Company has the right to exchange, from time to time and at its sole discretion, part or all of the then outstanding shares of Series Q Preferred Stock held by any holder thereof for shares of Common Stock (the “Exchange Shares”) at an exchange ratio equal to the Stated Value divided by an exchange price (the “Exchange Price”) equal to the Minimum Price on the applicable Exchange Date (as defined in the Certificate of Designation). Notwithstanding the foregoing, the Company will not have the right to exchange any shares of Series Q Preferred Stock and issue any Exchange Shares to any holder if: (a) the issuance of such Exchange Shares would cause such holder, together with its Affiliates, to beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding on the date of issuance (including for such purpose the shares of Common Stock issuable upon such issuance) immediately after giving effect to the issuance of the Exchange Shares; (b) any of the Exchange Conditions (as defined below) has not been satisfied as of the applicable Exchange Date; or (c) the total cumulative number of the Exchange Shares to be issued to such holder would exceed the maximum number of the Exchange Shares and the Forced Redemption Shares (as defined in the Certificate of Designation), in aggregate, that could be issued to Holders without violating The Nasdaq Capital Market rules related to the aggregation of offerings under Nasdaq Listing Rule 5635(d), if applicable (the “Exchange Cap”) unless (i) the approval as required by the applicable Nasdaq Stock Market Rules by the stockholders of the Company with respect to the exchange of shares of Series Q Preferred Stock and the issuance of the shares of Common Stock issuable upon exchange of the Series Q Preferred Stock (the “Stockholder Approval”) is obtained to issue more than the Exchange Cap, or (ii) the Common

Stock is not listed or quoted for trading on any Trading Market (as defined in the Certificate of Designation). The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Following delivery of an Exchange Notice (as defined in the Certificate of Designation), the Company may not deliver another Exchange Notice to a Holder for at least three (3) Trading Days.

“Exchange Conditions” mean: (a) with respect to the applicable Exchange Date, all of the Exchange Shares would be (i) registered for trading under applicable federal and state securities laws, (ii) freely tradable under Rule 144, or (iii) otherwise freely tradable without the need for registration under any applicable federal or state securities laws; (b) the applicable Exchange Shares would be eligible for immediate resale by the holder; (c) no event of default (as defined thereunder) shall have occurred under that certain secured promissory note issued by the Company to Streeterville on January 19, 2021 in the original principal amount of $6,220,812.50 or that certain secured promissory issued by the Corporation to Streeterville on November 12, 2025 in the original principal amount of $10,810,000; (d) no Event of Default (as defined below) shall have occurred under the Certificate of Designation; (e) the lowest intra-day trading price of the Common Stock is greater than the Minimum Price on the date the Exchange Notice is delivered; and (f) the Common Stock is listed or quoted for trading on a Trading Market as of the applicable Exchange Date; provided, however, that if the Common Stock is trading on OTCQB, OTCQX or OTCID, the product obtained by multiplying (A) the Exchange Price as of the applicable Exchange Date and (B) the number of shares of Series Q Preferred Stock that may be exchanged shall not exceed twenty-five percent (25%) of the median daily dollar trading volume of the Company’s Common Stock during the ten (10) Trading Days preceding the Exchange Date.

Covenants

Until such time as no shares of Series Q Stock remain outstanding, the Company, and as applicable, its Subsidiaries, will at all times comply with the following covenants: (a) the Company will timely file on the applicable deadline all reports required to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144 of the Securities Act, is publicly available, and will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination; (b) the Company will cause the Common Stock to be listed or quoted for trading on any of the Trading Markets until a Fundamental Transaction (as defined below); (c) Beginning on the Original Issue Date, other than any issuances to Holders and their Affiliates, the Corporation will not issue or sell any Equity Securities which result in net proceeds to the Corporation in excess of an aggregate of $15,000,000 without the Required Holders’ prior written consent, which consent may be granted or withheld in the Required Holders’ sole and absolute discretion; provided, however, that this consent requirement shall not apply to any sales of Common Stock pursuant to the ATM or Exempt Issuances (both as defined in the Certificate of Designation). For the avoidance of doubt, the sales of Equity Securities are subject to all other conditions and restrictions in this Certificate; (d) the Company will not have the right to repay any outstanding indebtedness owed to any Holder or its Affiliates; (e) the Company will not increase the authorized shares of Common Stock or Preferred Stock without the prior written consent of the Required Holders; (f) the Company shall ensure that, until a Fundamental Transaction, trading in the Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on the Company’s principal Trading Market for a period of more than five (5) consecutive Trading Days; (g) the Company will not make any Restricted Issuance (as defined in the Certificate of Designation) without the Required Holders’ prior written consent; (h) the Company shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits the Company from issuing Equity Securities to any Holder or any Affiliate of such Holder; (i) the Company will not pledge or grant a security interest in any of its assets without the Required Holders’ prior written consent; (j) the Company will not, and will not enter into any agreement or commitment to, dispose of any assets or operations (not including any license agreements entered into in the ordinary course of business) that are material to the Company’s operations without the Required Holders’ prior written consent; (k) except in connection with satisfaction of a Nasdaq deficiency notice, the Company will not, and will not enter into any agreement or commitment to, undertake or complete any reverse split of the Common Stock or any class of Preferred Stock without the Required Holders’ prior written consent; (l) the Company will not, and will not enter into any agreement or commitment to, create, authorize, or issue any class of Preferred Stock (including additional issuances of Series Q Preferred Stock, but excluding

issuance of Series P Preferred Stock to C/M Capital) without the Required Holders’ prior written consent; (m) the Company will not consummate a Fundamental Transaction or enter into an agreement to consummate a Fundamental Transaction without the Required Holders’ prior written consent.

The covenants set forth in sub-section (c) - (j), (l) and (m) will also apply to all Subsidiaries.

“Fundamental Transaction” means: (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (as defined in the Certificate of Designation) other than any subsidiary or any Affiliate of the Company, whereby the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), (vi) the sale or spin-off of any Subsidiaries, and (vii) a Deemed Liquidation Event. For the avoidance of doubt, any license agreement entered into in the ordinary course of business by the Company or any Subsidiary will not be considered a Fundamental Transaction.

Covenant Default

The Required Holders may elect to declare an “Event of Default” if any of the following conditions or events shall occur and be continuing: (a) the Company or any Subsidiary fails to fully comply with any covenant, obligation or agreement of the Company or any Subsidiary in the Certificate of Designation, and such failure, if known to the Required Holders and reasonably possible of cure, is not cured within thirty (30) calendar days following notice to cure from the Required Holders; (b) the Company fails to pay any amount due and payable to the Holders pursuant to and as required by the Certificate of Designation, and such failure, if known to the Holders and reasonably possible of cure, is not cured within five (5) Trading Days following notice of notice to cure from the Required Holders; (c) the Company shall (1) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator; (2) make a general assignment for the benefit of the Company’s creditors; or (3) commence a voluntary case under the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute; or (d) a proceeding or case shall be commenced, without the application or consent of the Company, in any court of competent jurisdiction, seeking (1) liquidation, reorganization or other relief with respect to it or its assets or the composition or readjustment of its debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of any substantial part of its assets, and, in each case, such proceedings or case shall remain uncontested for 30 days or shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days, if in the United States, or 90 days, if outside of the United States; or an order for relief against the Company shall be entered in an involuntary case under any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar Law of any jurisdiction.

If an Event of Default has occurred (i) the Required Holders may, by notice to the Company (the “Notice of the Forced Redemption”), force the Company to redeem all of the issued and outstanding shares of Series Q Preferred Stock then held by the Holders for a price equal to (1) the Stated Value of all such shares of Series Q Preferred Stock, with such Stated Value to be paid in such number of shares of Common Stock equal to the quotient obtained by dividing the Stated Value by the greater of (x) the Minimum Price as of the date that a Notice of the Forced Redemption is delivered by the Required Holders to the Corporation and (y) the Floor Price; plus (2) any accrued

and unpaid Preferred Return with respect to all such shares of Series Q Preferred Stock (the “Redemption Price”), with such Preferred Return to be paid in shares of Common Stock, whereby the number of shares of Common Stock issuable shall equal the quotient obtained by dividing (x) the Redemption Price by (y) the Floor Price; plus (3) any and all other amounts (the “Other Amounts”) due and payable to the Holders pursuant to the Certificate of Designation, with such Other Amounts to be paid in such number of shares of Common Stock equal to the quotient obtained by dividing the Other Amounts by the greater of (x) the Minimum Price as of the date that a Notice of the Forced Redemption is delivered by the Required Holders to the Corporation and (y) the Floor Price (with the shares of Common Stock issuable pursuant to aforementioned sub-sections (1), (2) and (3), collectively, the “Forced Redemption Shares”); (ii) the Holders shall have the right to pursue any other remedies that the Required Holders may have under applicable law and/or in equity; and (iii) the Holders shall have the right to seek and receive injunctive relief from a court prohibiting the Company from issuing any of its Common Stock or Preferred Stock to any party unless the all shares of Series Q Preferred Stock owned by the Holders are redeemed in full simultaneously with such issuance. Notwithstanding the foregoing, Holder will not have the right to force the Corporation to redeem any shares of Series Q Preferred Stock and issue any Forced Redemption Shares if: (a) the issuance of such Forced Redemption Shares would cause such Holder, together with its Affiliates, to beneficially own in excess of the Maximum Percentage immediately after giving effect to the issuance of the Forced Redemption Shares; or (b) the total cumulative number of the Exchange Shares to be issued to such Holder would exceed the Exchange Cap unless (i) the Stockholder Approval is obtained to issue more than the Exchange Cap, or (ii) the Common Stock is not listed or quoted for trading on any Trading Market. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. For the avoidance of doubt, any Forced Redemption Shares that would cause the Holder to exceed the Maximum Percentage shall be held in abeyance and shall not be issued until such time, if ever, as the Holder’s right to receive such shares would not result in a violation of the Maximum Percentage.

In the event that any Holder incurs expenses in the enforcement of its rights, including but not limited to reasonable attorneys’ fees, then the Company shall immediately reimburse such Holder the reasonable costs thereof.

Trading Market

There is no established trading market for any of the Series Q Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Series Q Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Series Q Preferred Stock will be limited.

Maximum Percentage

In no event may shares of Common Stock be issued to any Holder that would cause such Holder’s beneficial ownership to exceed the Maximum Percentage, which is 9.99% of the number of shares of Common Stock outstanding on a given date (including for such purpose the shares of Common Stock issuable upon such issuance).

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Designation of Preferences, Rights and Limitations of Series Q Convertible Preferred Stock.
10.1		Uptown Series Q Exchange Agreement.
10.2		First Streeterville Series Q Exchange Agreement.
10.3		Second Streeterville Series Q Exchange 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: May 19, 2026				By:		/s/ Lisa A. Conte
						Lisa A. Conte
						Chief Executive Officer & President

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EX-10.1 23.2 KB
• EX-10.2 EX-10.2 23.2 KB
• EX-10.3 EX-10.3 23.1 KB

Other Documents

• EX-3.1 EX-3.1 72.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB