Debt extensions and warrant termination reshape Jaguar Health (NASDAQ: JAGX)

Rhea-AI Filing Summary

Jaguar Health, Inc. reworked several financing arrangements with Uptown Capital and Streeterville Capital. The company postponed monthly royalty payments under two $12 million royalty interests from April 1, 2026 to July 1, 2026 and reduced each related Royalty Repayment Amount by ten percent, to $11,125,282.54 and $12,428,782.20. Jaguar and subsidiary Napo Pharmaceuticals also amended secured notes with Streeterville: the 2021 Note’s maturity was extended to July 1, 2026 and its Outstanding Balance cut ten percent to $6,596,304.11, while the 2025 Note’s maturity was extended to March 12, 2029 with an Outstanding Balance of $7,048,021.86. Napo granted Streeterville a security interest in specified Lechlemer and TDPRV collateral to secure the 2025 Note. In a separate warrant termination agreement, investors agreed to terminate warrants exercisable for 48,211 shares of Jaguar’s common stock.

Insights

Credit & Capital Structure Analyst

Jaguar improves near-term liquidity and trims obligations while pledging new collateral.

Jaguar Health negotiated more flexible terms on multiple funding agreements. Deferring royalty payments from April 1, 2026 to July 1, 2026 eases near-term cash demands, while ten percent reductions in both Royalty Repayment Amounts lower total obligations to $11,125,282.54 and $12,428,782.20.

The 2021 Note’s maturity extension to July 1, 2026 and its ten percent Outstanding Balance reduction to $6,596,304.11, plus extending the 2025 Note to March 12, 2029 with an Outstanding Balance of $7,048,021.86, collectively smooth Jaguar’s debt schedule. However, Napo’s new security interest over Lechlemer and TDPRV collateral increases asset encumbrance in favor of Streeterville.

The warrant termination agreement cancelling warrants for 48,211 common shares removes a source of potential equity dilution. Overall impact on valuation depends on how the revised cash obligations, extended maturities, and additional collateral interact in future financial performance and subsequent disclosures.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 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 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

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 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): March 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Royalty Interest Global Amendments

On March 6, 2026, Jaguar Health, Inc. (the “Company”) entered into an amendment (the “Uptown 2020 Royalty Interest Global Amendment No. 4”) to the royalty interest in the original principal amount of $12 million, as amended (the “Uptown 2020 Royalty Interest”) with Uptown Capital, LLC (f/k/a Irving Park Capital, LLC; “Uptown”), as amended, pursuant to which, (i) the starting date for the Company to make the monthly Royalty Payment under the Uptown 2020 Royalty Interest would be postponed from April 1, 2026 to July 1, 2026, and (ii) the Royalty Repayment Amount (as defined in the Uptown 2020 Royalty Interest) would be reduced by ten percent. Immediately following completion of such reduction, the Royalty Repayment Amount would become $11,125,282.54.

On March 6, 2026, the Company also entered into an amendment (the “Streeterville 2022 Royalty Interest Global Amendment No. 4”) to the royalty interest in the original principal amount of $12 million, as amended (the “Streeterville 2022 Royalty Interest”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which, (i) the starting date for the Company to make the monthly Royalty Payment under the Streeterville 2022 Royalty Interest would be postponed from April 1, 2026 to July 1, 2026, and (ii) the Royalty Repayment Amount (as defined in the Streeterville 2022 Royalty Interest) would be reduced by ten percent. Immediately following completion of such reduction, the Royalty Repayment Amount would become $12,428,782.20.

The foregoing descriptions of the Uptown 2020 Royalty Interest Global Amendment No. 4 and Streeterville 2022 Royalty Interest Global Amendment No. 4 do not purport to be complete and are qualified in their respective entirety by reference to the Uptown 2020 Royalty Interest Global Amendment No. 4 and Streeterville 2022 Royalty Interest Global Amendment No. 4, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

Note Amendments

On March 6, 2026, the Company and Napo Pharmaceuticals, Inc., the Company’s wholly-owned subsidiary (“Napo” and together with the Company, the “Borrower”), entered into an amendment (the “2021 Note Amendment No. 3”) with Streeterville to the secured promissory note in the original principal amount of $6,220,812.50 (as amended, the “2021 Note”) issued by Borrower to Streeterville on January 19, 2021 pursuant to that certain Note Purchase Agreement among the same parties dated as of the even date. Pursuant to the 2021 Note Amendment No. 3, (i) the maturity date of the 2021 Note is extended to July 1, 2026, and (ii) the Outstanding Balance (as defined in the 2021 Note) would be reduced by ten percent. Immediately following completion of such reduction, the Outstanding Balance would become $6,596,304.11.

On March 6, 2026, the Company also entered into an amendment (the “2025 Note Amendment”) with Streeterville to the secured promissory note in the original principal amount of $10,810,000.00 (the “2025 Note”) issued by the Company to Streeterville on November 12, 2025 pursuant to that certain Note Purchase Agreement among the same parties dated as of the even date. Pursuant to the 2025 Note Amendment, (i) the maturity date of the 2025 Note is extended to March 12, 2029, and (ii) immediately following the execution of the 2025 Note Amendment, the Outstanding Balance (as defined in the 2025 Note) would be $7,048,021.86.

The foregoing descriptions of the 2021 Note Amendment No. 3 and the 2025 Note Amendment do not purport to be complete and are qualified in their respective entirety by reference to the 2021 Note Amendment No. 3 and 2025 Note Amendment, copies of which are filed herewith as Exhibits 4.3 and 4.4, respectively, and incorporated herein by reference.

Security Agreement

On March 6, 2026, Napo entered into a security agreement (the “Security Agreement”) with Streeterville, pursuant to which, Napo agreed grant to Streeterville a security interest in the Lechlemer Collateral and the TDPRV Collateral (both as defined in the Security Agreement) to secure the Company’s obligations under the 2025 Note.

The foregoing description of the Security Agreement does not purport to be complete and is qualified in its entirety by the Security Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Warrant Termination Agreement

On March 6, 2026, the Company entered into a warrant termination agreement (the “Warrant Termination Agreement”) with Uptown, Streeterville, and Iliad Research and Trading, L.P. (“Iliad”; and together with Uptown and Streeterville, collectively the “Investors”), pursuant to which, warrants exercisable into an aggregate of 48,211 shares of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”) previously issued by the Company to the Investors would be terminated.

The foregoing description of the Warrant Termination Agreement does not purport to be complete and is qualified in its entirety by the Warrant Termination Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

The information contained above in Item 1.01 under the heading “Warrant Termination Agreement” is hereby incorporated by reference into this Item 1.02 in its entirety.

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 under the headings “Royalty Interest Global Amendments” and “Note Amendments” is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Global Amendment No. 4 dated March 6, 2026, by and between Jaguar Health Inc. and Uptown Capital, LLC
4.2		Global Amendment No. 4 dated March 6, 2026, by and between Jaguar Health Inc. and Streeterville Capital, LLC
4.3		Amendment to the 2021 Note, dated March 6, 2026, by and among Jaguar Health Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC
4.4		Amendment to the 2025 Note, dated March 6, 2026, by and between Jaguar Health Inc. and Streeterville Capital, LLC
10.1		Security Agreement, dated March 6, 2026, by and between Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC
10.2		Warrant Termination Agreement, dated March 6, 2026, by and between Jaguar Health Inc., Uptown Capital, LLC, Streeterville Capital, LLC and Iliad Research and Trading, L.P.
104		Cover Page Interactive Data File (embedded wihtin 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: March 9, 2026				By:		/s/ Lisa A. Conte
						Lisa A. Conte President and Chief Executive Officer

FAQ

How did Jaguar Health (JAGX) change its royalty repayment obligations?

Jaguar Health reduced each Royalty Repayment Amount by ten percent. The Uptown 2020 Royalty Repayment Amount became $11,125,282.54, and the Streeterville 2022 Royalty Repayment Amount became $12,428,782.20, while royalty payment start dates shifted to July 1, 2026.

What changes were made to Jaguar Health’s 2021 secured note with Streeterville?

The 2021 Note’s maturity was extended to July 1, 2026, giving Jaguar more time to repay. Its Outstanding Balance was also reduced by ten percent, with the balance immediately after this reduction set at $6,596,304.11 under the amended terms.

How was Jaguar Health’s 2025 secured note with Streeterville amended?

The 2025 Note’s maturity was extended to March 12, 2029, lengthening the repayment horizon. Immediately after execution of the amendment, the Outstanding Balance under this note was stated as $7,048,021.86, reflecting the updated arrangement with Streeterville Capital.

What collateral did Napo Pharmaceuticals pledge under the new Security Agreement?

Napo Pharmaceuticals, Jaguar’s wholly owned subsidiary, granted Streeterville a security interest in the Lechlemer Collateral and TDPRV Collateral. These defined collateral pools secure Jaguar’s obligations arising under the 2025 Note, strengthening Streeterville’s position as a secured creditor.

What is the impact of the warrant termination on Jaguar Health’s common stock?

Jaguar Health agreed with investors to terminate warrants exercisable into 48,211 shares of common stock. Removing these warrants eliminates a potential future source of share issuance, thereby reducing possible equity dilution from these specific instruments compared with the prior capital structure.

Which counterparties are involved in Jaguar Health’s amended royalty and note agreements?

The amended transactions involve Uptown Capital, LLC for the Uptown 2020 Royalty Interest and Streeterville Capital, LLC for the Streeterville 2022 Royalty Interest, the 2021 Note, the 2025 Note, and the Security Agreement, alongside Jaguar Health and Napo Pharmaceuticals as borrowers or grantors.

Filing Exhibits & Attachments

9 documents

Agreements & Contracts

• EX-10.1 EX-10.1 47.5 KB
• EX-10.2 EX-10.2 21.4 KB

Other Documents

• EX-4.1 EX-4.1 13.5 KB
• EX-4.2 EX-4.2 13.5 KB
• EX-4.3 EX-4.3 14.4 KB
• EX-4.4 EX-4.4 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB