Jaguar Health (NASDAQ: JAGX) adds $350K notes and 350K stock warrants

Rhea-AI Filing Summary

Jaguar Health, Inc. entered into securities purchase agreements with two accredited investors, issuing $350,000 aggregate principal amount of unsecured promissory notes to raise funds for working capital and other general corporate purposes. The notes bear 6% annual interest and mature one month after issuance, and may be prepaid at any time without penalty.

As an inducement, the investors 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 on the earlier of five years from issuance, a fundamental transaction, or a liquidation event. The securities were issued in a private offering relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

Insights

Capital structure and credit analyst

Jaguar Health adds short-term debt and equity-linked warrants via private financing.

Jaguar Health issued unsecured promissory notes with $350,000 aggregate principal amount to two accredited investors, carrying 6% annual interest and maturing one month after issuance. This provides near-term liquidity for working capital and general corporate purposes but also creates a quick repayment obligation unless refinanced or repaid early, though prepayment is allowed without penalty.

Alongside the notes, investors received warrants to buy up to 350,000 common shares at $1.00 per share, exercisable immediately and lasting up to five years unless a fundamental transaction or liquidation occurs sooner. This adds a potential future equity overhang tied to the stock price and investor exercise decisions. The transaction was conducted as a private placement under Section 4(a)(2) and Rule 506 of Regulation D, limiting issuance to accredited investors.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 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 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 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): January 05, 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.

Securities Purchase Agreement

On January 5, 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 5, 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.

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 09, 2026	By:	s//Lisa A. Conte
			Lisa A. Conte Chief Executive Officer and President

FAQ

What financing did Jaguar Health (JAGX) announce in this 8-K?

Jaguar Health entered into securities purchase agreements with two accredited investors and issued $350,000 aggregate principal amount of unsecured promissory notes, together with stock purchase warrants, in a private financing.

What are the key terms of Jaguar Health's new promissory notes?

The notes have $350,000 aggregate principal amount, bear 6% interest per year, mature one month after issuance, and may be prepaid at any time without penalty or premium.

What stock warrants did the investors receive from Jaguar Health (JAGX)?

The 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, exercisable immediately and expiring on the earlier of five years from issuance, a fundamental transaction, or a liquidation event.

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

Jaguar Health stated it will use the proceeds from the unsecured promissory notes for working capital and other general corporate purposes.

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

No. All of the securities were offered and sold in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, and were issued only to accredited investors.

Who were the investors in Jaguar Health's new financing?

The financing involved two accredited investors, each entering into a securities purchase agreement with Jaguar Health, though their specific names were not provided in this excerpt.