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

Rhea-AI Filing Summary

Jaguar Health, Inc. announced a Sixth Amendment to its At-The-Market (ATM) Offering Agreement that extends Lucid Capital Markets, LLC's role as a Manager under the agreement. The amendment extends Lucid's term retrospectively from June 30, 2025 to December 31, 2025, unless the parties agree to a further extension.

The amendment clarifies that if the agreement is not otherwise amended or extended, Ladenburg Thalmann & Co. Inc. will remain as the sole Manager after December 31, 2025. The company also filed a prospectus supplement (referencing the May 23, 2024 supplement and May 1, 2024 prospectus) relating to the amendment, and attached the full amendment as Exhibit 10.1.

Positive

• Extension of Lucid's manager term under the ATM Agreement to December 31, 2025, preserving dual-manager capacity through year-end
• Prospectus supplement filed and Exhibit 10.1 attached, ensuring the amendment is publicly disclosed and the offering materials are updated

Negative

• None.

Insights

Equity Capital Markets Analyst

TL;DR: The Sixth ATM Amendment preserves dual-manager capability through year-end, maintaining the company's flexibility to raise capital via its ATM program.

The amendment explicitly extends Lucid's management role under the ATM Agreement to December 31, 2025, preserving the two-manager structure for cash-raising activities until that date. The filing of a prospectus supplement updates the public offering materials to reflect this change and includes the amendment as Exhibit 10.1. This keeps the company's previously established ATM framework operational and clarifies the transition plan should Lucid's role not be extended beyond year-end.

Corporate Governance Specialist

TL;DR: Governance update documents a contractual extension and contingency if Lucid's managerial role ends after December 31, 2025.

The Sixth ATM Amendment records a retrospective extension of Lucid's manager term to December 31, 2025, and specifies that absent further amendment Ladenburg will be the sole Manager thereafter. The company supplemented its prospectus materials to reflect the amendment and attached the full amendment as an exhibit, providing transparency about the parties' roles under the ATM Agreement.

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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): August 14, 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.

On August 14, 2025, Jaguar Health, Inc. (the “Company”) entered into an amendment (the “Sixth ATM Amendment”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and Lucid Capital Markets, LLC (“Lucid” and, together with Ladenburg, the “Managers”) to that certain At the Market Offering Agreement, dated December 10, 2021 between the Company and Ladenburg (as amended by those certain amendments on February 2, 2022, May 23, 2024, July 17, 2024, November 13, 2024, February 4, 2025, and by the Sixth ATM Amendment, the “Agreement”). Pursuant to the Sixth ATM Amendment, the term during which Lucid shall continue to serve as a Manager under the Agreement shall be extended retrospectively from June 30, 2025 to December 31, 2025, unless further extended by the parties to the Agreement. If not otherwise amended or extended, then after December 31, 2025 Ladenburg will be the sole Manager, and Lucid shall no longer be a Manager, under the Agreement.

Also on August 14, 2025, the Company filed a supplement with the Securities and Exchange Commission to the Company’s prospectus supplement dated May 23, 2024 and the accompanying prospectus, dated May 1, 2024 relating to the Sixth ATM Amendment.

The foregoing description of the Sixth ATM Amendment is not complete and is qualified in its entirety by reference to the full text of Sixth ATM Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Sixth ATM Amendment, dated August 14, 2025, to ATM Agreement by and among Jaguar Health, Inc., Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC.
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: August 14, 2025				By:		/s/ Lisa A. Conte
						Lisa A. Conte President and Chief Executive Officer

FAQ

What change did Jaguar Health (JAGX) report regarding its ATM agreement?

The company reported a Sixth ATM Amendment that extends Lucid Capital Markets' term as a Manager under the ATM Agreement to December 31, 2025.

Who are the managers named in the ATM amendment for JAGX?

The managers are Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC; the amendment extends Lucid's role through year-end.

What happens after December 31, 2025 if the agreement is not further amended?

If not otherwise amended or extended, Ladenburg will be the sole Manager under the ATM Agreement and Lucid will no longer be a Manager after December 31, 2025.

Did Jaguar Health update its prospectus in connection with the amendment?

Yes, the company filed a prospectus supplement relating to the Sixth ATM Amendment and referenced its prospectus dated May 1, 2024 as amended May 23, 2024.

Is the full amendment available in the filing?

Yes, the Sixth ATM Amendment is included as Exhibit 10.1 to the Current Report.