Jaguar Health boosts equity above Nasdaq minimum

Jaguar Health, Inc. reports that it previously had a stockholders’ deficit of approximately $18.7 million as of December 31, 2025, which did not satisfy Nasdaq Listing Rule 5550(b)(1) requiring at least $2.5 million in stockholders’ equity.

Rhea-AI Filing Summary

Jaguar Health, Inc. reports that it previously had a stockholders’ deficit of approximately $18.7 million as of December 31, 2025, which did not satisfy Nasdaq Listing Rule 5550(b)(1) requiring at least $2.5 million in stockholders’ equity.

The company now believes its stockholders’ equity as of April 7, 2026 exceeded $2.5 million, after a series of transactions. These include $16.0 million of non-dilutive capital under a License Agreement with Napo Pharmaceuticals, Woodward Specialty and Future Pak, $3.0 million received after termination of a buy-back provision, and approximately $1.0 million from Woodward’s purchase of existing product inventory under a Supply Agreement.

Additional items are $2.0 million to be received upon satisfaction of Third Party Replacement MSA Conditions, approximately $1.2 million to be received from Mytesi product sales under a Firm Order, about $0.2 million from earlier Mytesi net sales, roughly $0.2 million of grant revenue, and an approximate $3.4 million gain on partial extinguishment of debt owed to affiliates of Chicago Venture Partners, L.P. The company cautions that these are forward-looking statements subject to risks discussed in its 2025 Form 10-K.

Positive

• Balance sheet improvement toward Nasdaq compliance: After a prior stockholders’ deficit of about $18.7 million, Jaguar Health now believes its stockholders’ equity as of April 7, 2026 exceeds the $2.5 million minimum required under Nasdaq Listing Rule 5550(b)(1), supported by new capital and debt extinguishment.

Negative

• None.

Insights

Equity & listing standards analyst

Non-dilutive capital and debt relief help Jaguar Health believe it now meets Nasdaq equity requirements.

Jaguar Health moved from a stockholders’ deficit of about $18.7 million to believing its equity now exceeds the $2.5 million Nasdaq minimum. The shift is driven largely by $16.0 million in non-dilutive license capital plus multiple cash inflows tied to inventory, grants and product sales.

A further support is an approximate $3.4 million gain from extinguishing part of debts owed to affiliates of Chicago Venture Partners, L.P. Together, these items reduce leverage pressure and improve balance sheet optics. Some amounts, such as the $2.0 million and roughly $1.2 million tied to future conditions and orders, still depend on execution.

The company frames its conclusion about exceeding $2.5 million equity as a forward-looking statement, pointing investors to risk discussions in its Form 10-K for the year ended December 31, 2025. Actual equity will depend on completion of the specified payments and operational follow-through described in the agreements.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Stockholders’ deficit: $18.7 million Nasdaq equity requirement: $2,500,000 Non-dilutive capital: $16.0 million +5 more

8 metrics

Stockholders’ deficit $18.7 million Total stockholders’ deficit as of December 31, 2025

Nasdaq equity requirement $2,500,000 Minimum stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)

Non-dilutive capital $16.0 million Received under License Agreement with Napo, Woodward and Future Pak

Buy-back termination proceeds $3.0 million Received by Napo after termination of License Agreement buy-back provision

Inventory purchase $1.0 million Approximate amount from Woodward purchase of existing product inventory

Future MSA-related payment $2.0 million To be received upon satisfaction of Third Party Replacement MSA Conditions

Mytesi Firm Order sale $1.2 million Approximate amount to be received from Mytesi Product sale under Firm Order

Debt extinguishment gain $3.4 million Approximate gain on extinguishment of part of debts to Chicago Venture affiliates

Key Terms

stockholders’ deficit, Nasdaq Listing Rule 5550(b)(1), non-dilutive capital, License Agreement, +2 more

6 terms

stockholders’ deficit financial

"the Company had a total stockholders’ deficit of approximately $18.7 million as of December 31, 2025"

Stockholders’ deficit is the situation where a company’s total liabilities exceed its total assets, so the book value attributed to shareholders is negative. Think of it like a household with more outstanding debts than the value of its house and possessions—this can signal past losses or aggressive payouts and raises the risk that shareholders may be wiped out, diluted, or face difficulty when the company needs new financing. Investors watch it as a warning about solvency and long‑term financial health.

Nasdaq Listing Rule 5550(b)(1) regulatory

"which was not in compliance with Nasdaq Listing Rule 5550(b)(1) which requires companies"

non-dilutive capital financial

"after taking into account (i) $16.0 million of non-dilutive capital received by the Company"

Funding that does not require a company to issue new shares or reduce existing owners’ percentage of ownership, such as grants, certain loans, licensing deals, or customer prepayments. It matters to investors because it preserves each shareholder’s stake and per-share value—like getting a loan or a gift instead of selling part of the company—while still carrying obligations (repayment, milestones, or restrictions) that can affect future cash flow and growth.

License Agreement financial

"pursuant to the terms of the license agreement by and among the Company, Napo Pharmaceuticals, Inc."

A license agreement is a contract where the owner of intellectual property, technology, a brand, or other rights gives another party permission to use those assets under specified conditions, usually for fees, royalties or other payments. For investors it matters because such deals create or limit predictable revenue streams, affect profit margins, transfer legal and commercial risk, and can determine how quickly a company can grow — like renting out a patented tool to earn steady income while keeping ownership.

Supply Agreement financial

"pursuant to the terms of the manufacturing and supply agreement by and between Napo, Woodward and Future Pak"

A supply agreement is a written contract that sets the terms for how one party will provide goods or materials to another—covering price, quantity, delivery schedule and quality standards. For investors it matters because these deals create predictable revenue and costs, reduce the chance of shortages or interruptions, and reveal dependence on particular partners—think of it as a long-term delivery plan that helps a business show when and how it will get paid and keep operations running.

extinguishment of part of the debts financial

"a gain of approximately $3.4 million of the Company on extinguishment of part of the debts owed"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did Jaguar Health (JAGX) address its Nasdaq stockholders’ equity deficiency?

Jaguar Health previously reported a stockholders’ deficit of about $18.7 million, below Nasdaq’s $2.5 million equity requirement. It then secured non-dilutive license capital, inventory and product sale proceeds, grant revenue, and a debt extinguishment gain, leading it to believe equity now exceeds $2.5 million.

What non-dilutive capital did Jaguar Health (JAGX) receive under its License Agreement?

Jaguar Health reports receiving $16.0 million of non-dilutive capital under a License Agreement among the company, Napo Pharmaceuticals, Woodward Specialty and Future Pak. This capital does not involve issuing new equity and is a major contributor to its improved stockholders’ equity position relative to Nasdaq requirements.

What other cash inflows support Jaguar Health’s improved equity position?

Jaguar Health cites $3.0 million received after terminating a buy-back provision, about $1.0 million from Woodward’s inventory purchase, $0.2 million from Mytesi net sales, roughly $0.2 million of grant revenue, and an expected $2.0 million plus $1.2 million tied to future Mytesi-related conditions and firm orders.

How did debt extinguishment affect Jaguar Health’s stockholders’ equity?

The company reports an approximate $3.4 million gain from extinguishing part of debts owed to certain affiliates of Chicago Venture Partners, L.P. This gain improves stockholders’ equity by reducing liabilities, supporting Jaguar Health’s belief that equity now exceeds the $2.5 million Nasdaq minimum as of April 7, 2026.

Are Jaguar Health’s equity statements described as forward-looking?

Yes. Jaguar Health describes its belief that stockholders’ equity exceeds $2.5 million as a forward-looking statement. It warns actual results may differ and refers readers to its Form 10-K for the year ended December 31, 2025, including Business, Risk Factors, and MD&A sections, for detailed risk information.

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

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Accepted by SEC EDGAR 04/09/2026 - 05:04 PM Learn about SEC filing dates

false 0001585608 0001585608 2026-04-07 2026-04-07

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): April 7, 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 8.01 Other Events.

As previously disclosed in its annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 7, 2026, Jaguar Health, Inc. (the “Company”) had a total stockholders’ deficit of approximately $18.7 million as of December 31, 2025, which was not in compliance with Nasdaq Listing Rule 5550(b)(1) which requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000. The Company believes that, since December 31, 2025, after taking into account (i) $16.0 million of non-dilutive capital received by the Company pursuant to the terms of the license agreement by and among the Company, Napo Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company (“Napo”), Woodward Specialty LLC (“Woodward”), an affiliate of Future Pak, LLC (“Future Pak”), and Future Pak, dated as of January 12, 2026 (the “License Agreement”), (ii) $3.0 million received by Napo following the termination of the buy-back provision under the License Agreement, (iii) approximately $1.0 million received by Napo from the purchase of existing product inventory by Woodward pursuant to the terms of the manufacturing and supply agreement by and between Napo, Woodward and Future Pak dated January 12, 2026 (the “Supply Agreement”), (iv) $2.0 million to be received by Napo upon satisfaction of the Third Party Replacement MSA Conditions (as defined in the License Agreement), (v) approximately $1.2 million to be received by Napo from the sale of the Mytesi Product pursuant to the Firm Order (as defined in the Supply Agreement), (vi) approximately $0.2 million received by Napo prior to the effective date of the License Agreement from the net sales of Mytesi between January 1, 2026 and January 11, 2026, (vii) approximately $0.2 million from the grant revenue awarded to the Company, and (viii) a gain of approximately $3.4 million of the Company on extinguishment of part of the debts owed to certain affiliates of Chicago Venture Partners, L.P., the Company’s stockholders’ equity as of April 7, 2026 exceeded $2.5 million.

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to the Company’s belief that its stockholders’ equity following consummation of the transactions described exceeded $2.5 million. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the information discussed under the captions “Item 1 Business,” “Item 1A. Risk Factors” and “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

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: April 9, 2026				By:		/s/ Lisa A. Conte
						Lisa A. Conte Chief Executive Officer & President

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