Jaguar Health (JAGX) trims $600K royalty via stock swap

Rhea-AI Filing Summary

Jaguar Health, Inc. entered into a privately negotiated exchange with a holder of a royalty interest. The company issued 286,532 shares of common stock in exchange for a $600,000 reduction in the outstanding balance of that royalty interest, effectively using equity to reduce this obligation.

The common shares were issued without registration under the Securities Act, relying on the exemption provided by Section 3(a)(9), which allows exchanges of securities with existing holders. The terms of the exchange follow a previously used form of Exchange Agreement that the company had filed in an earlier quarterly report.

8-K Event Classification

2 items: 3.02, 9.01

2 items

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 →

NASDAQ false 0001585608 0001585608 2025-09-30 2025-09-30

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 30, 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

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 (see General Instruction A.2. below):

☐ 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))

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. ☐

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 Capital Market

Item 3.02 Unregistered Sales of Equity Securities.

On September 30, 2025, Jaguar Health, Inc. (the “Company”) entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with a holder of royalty interest in the Company. Pursuant to the Exchange Agreement, the Company issued 286,532 shares of common stock to such holder in exchange for a $600,000 reduction in the outstanding balance of the royalty interest held by such holder.

The shares of common stock that were issued in the exchange transaction described above were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. The form of Exchange Agreement was filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019, filed on August 14, 2019, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Form of Exchange Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019, filed on August 14, 2019).
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JAGUAR HEALTH, INC.
By:		/s/ Lisa A. Conte
Name:		Lisa A. Conte
Title:		President and Chief Executive Officer

Date: October 3, 2025

FAQ

What transaction did Jaguar Health (JAGX) complete in this 8-K?

Jaguar Health, Inc. completed a privately negotiated exchange with a holder of a royalty interest, issuing 286,532 shares of common stock in return for a $600,000 reduction in the outstanding royalty balance.

How many Jaguar Health (JAGX) shares were issued in the exchange?

Jaguar Health issued 286,532 shares of common stock to the royalty interest holder as part of the exchange.

What did Jaguar Health receive in return for issuing 286,532 shares?

In exchange for issuing 286,532 shares of common stock, Jaguar Health obtained a $600,000 reduction in the outstanding balance of the royalty interest held by the counterparty.

Was the Jaguar Health (JAGX) share issuance registered with the SEC?

No, the common stock issued in this exchange was not registered; Jaguar Health relied on the Section 3(a)(9) exemption under the Securities Act of 1933 for this transaction.

Who was the counterparty in Jaguar Health’s royalty interest exchange?

The counterparty was a holder of a royalty interest in Jaguar Health. The company exchanged common stock with this existing holder to reduce the royalty balance.

Where can investors find the form of the Exchange Agreement used by Jaguar Health?

The form of Exchange Agreement is incorporated by reference from Jaguar Health’s Form 10-Q for the quarter ended June 30, 2019, where it was filed as Exhibit 10.6.