[8-K] Jaguar Health, Inc. Reports Material Event

Rhea-AI Filing Summary

Jaguar Health, Inc. entered into a private placement with Brown Stone Capital Limited to issue securities on September 28, 2025. The company agreed to sell 161,583 shares of voting common stock and 479,442 pre-funded warrants exercisable for common stock. The Securities were offered under Rule 506 of Regulation D to an accredited investor. The filing includes a Securities Purchase Agreement and a Pre-Funded Warrant dated September 28, 2025, and is signed by CEO Lisa A. Conte on behalf of Jaguar Health.

Positive

• Private placement completed with an accredited investor, indicating access to capital markets.

Negative

• Key economic terms are missing in the excerpt (price per share, total proceeds, warrant exercise price, dilution metrics), preventing full assessment of financial impact.

Insights

Securities Analyst

TL;DR: Jaguar Health completed a private placement issuing common shares and pre-funded warrants to a single accredited investor.

The transaction documents show a private placement under Rule 506(Reg D) with Brown Stone Capital Limited for 161,583 common shares and 479,442 pre-funded warrants. This is a financing action rather than operating performance disclosure. The filing lists the governing agreements but does not include price per security, total proceeds, warrant exercise price, dilution impact, use of proceeds, or other economic terms, so material financial effects cannot be quantified from the text provided.

Corporate Governance Expert

TL;DR: The company disclosed execution of purchase and warrant agreements but provided limited economic detail in the excerpt.

The filing identifies the counterparty and documents (Securities Purchase Agreement and Pre-Funded Warrant) and confirms the accredited-investor private placement framework. The signature by the CEO is included. Key governance elements are present (documented agreements, counterparty identity), but the excerpt omits material contractual terms such as pricing, anti-dilution provisions, registration rights, or investor rights; therefore governance implications cannot be fully assessed from this content alone.

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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): September 28, 2025

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.

PIPE Financing

On September 28, 2025, Jaguar Health, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Brown Stone Capital Limited (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) (i) 161,583 shares (“Shares”) of the Company’s voting common stock, par value 0.0001 (the “Common Stock”) and (ii) 479,442 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares” and together with the Shares and the Pre-Funded Warrants, the “Securities”).

The purchase price of the Shares is $1.56 per share and the purchase price for the Pre-Funded Warrants is $1.56 minus $0.0001. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes and repayment of existing convertible notes. The Pre-Funded Warrants will be exercisable, in whole or in part, at any time after the closing of the Private Placement.

The Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. In addition, the Company agreed to file a registration statement on Form S-3 with the U.S. Securities and Exchange Commission by October 9, 2025 to register the resale of the Shares and the Pre-Funded Warrant Shares.

The foregoing summary of the Pre-funded Warrants and the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Pre-Funded Warrant and the Purchase Agreement, copies of which attached as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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 Securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offering was made to an “accredited investor” (as defined by Rule 501 under the Securities Act).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Pre-Funded Warrant, dated September 28, 2025, by and between Jaguar Health, Inc. and Brown Stone Capital Limited
10.1		Securities Purchase Agreement, dated September 28, 2025, by and between Jaguar Health, Inc. and Brown Stone Capital Limited
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: October 1, 2025				By:		/s/ Lisa A. Conte
						Lisa A. Conte
						Chief Executive Officer & President

FAQ

What securities did Jaguar Health (JAGX) issue in this 8-K?

The company agreed to issue 161,583 shares of voting common stock and 479,442 pre-funded warrants to Brown Stone Capital Limited.

Who was the investor in the Jaguar Health private placement?

The investor named in the filing is Brown Stone Capital Limited.

Under what authority was the offering made?

The offering was made under Rule 506 of Regulation D to an accredited investor, as stated in the filing.

When were the Securities Purchase Agreement and Pre-Funded Warrant dated?

Both the Pre-Funded Warrant and the Securities Purchase Agreement are dated September 28, 2025 according to the filing.

Who signed the filing for Jaguar Health?

The filing is signed on behalf of Jaguar Health by Lisa A. Conte, Chief Executive Officer & President.