Series O preferred conversion at Jaguar Health (NASDAQ: JAGX)
Rhea-AI Filing Summary
Jaguar Health, Inc. filed an 8-K describing two corporate updates. First, its Napo subsidiary and Woodward Specialty signed a First Amendment to their Manufacturing and Supply Agreement, clarifying how product inventory title transfers, keeping Napo in charge of managing inventory through December 31, 2026, with Woodward covering related costs.
Second, Jaguar elected to convert all Series O Convertible Preferred Stock into common stock, with each preferred share automatically converting into 3.209 shares of common stock at 12:00 pm Eastern Time on June 25, 2026. Holders will receive cash for any fractional common shares based on a price of $2.68 per share, and no action is required from them. The company also highlighted ongoing development of crofelemer for intestinal failure conditions and a planned NDA filing for microvillus inclusion disease in the first half of 2027.
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8-K Event Classification
Key Figures
Key Terms
Optional Conversion financial
Certificate of Designation regulatory
Special Stock Dividend financial
Breakthrough Therapy designation regulatory
New Drug Application regulatory
Manufacturing and Supply Agreement financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Jaguar Health (JAGX) announce regarding its Series O preferred stock?
What is the conversion ratio for Jaguar Health’s Series O preferred into common stock?
What manufacturing agreement changes did Jaguar Health disclose in this 8-K?
What are Jaguar Health’s plans for crofelemer and the MVID program?
Did Jaguar Health provide any recent clinical data for crofelemer in MVID?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
First Amendment to Manufacturing and Supply Agreement
On June 22, 2026, Napo Pharmaceuticals, Inc. (“Napo”), the wholly-owned subsidiary of Jaguar Health, Inc., a Delaware corporation (the “Company” or “Jaguar”), and the Company entered into a First Amendment to Manufacturing and Supply Agreement (the “First Amendment”) with Woodward Specialty LLC, a limited liability company organized under the laws of Puerto Rico (“Woodward”), amending that certain Manufacturing and Supply Agreement, dated as of January 12, 2026, by and among Napo, Jaguar and Woodward (the “Supply Agreement”).
The First Amendment primarily clarifies (a) how and where title to manufactured product inventory is transferred from Napo to Woodward, (b) that Napo shall manage the inventory until the earlier of (i) the date on which certain conditions set forth in the First Amendment are satisfied, and (ii) December 31, 2026, (c) that Napo shall manage the inventory during such transition period, and (d) that Woodward shall be responsible for certain costs and liabilities related to the provision of these services by Napo. These temporary changes ensure business continuity while Woodward completes operational and licensing transitions. The First Amendment does not affect other rights or obligations under the original Manufacturing and Supply Agreement, except as specifically set forth therein.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 8.01 | Other Events. |
On June 25, 2026, the Company issued a press release announcing the conversion of the Company’s Series O Convertible Preferred Stock (CUSIP No. 47010C870) into shares of voting common stock, par value $0.0001 per share, of the Company (CUSIP No. 47010C862) (the “Common Stock”) pursuant to Section 6(a) of the Certificate of Designation of Preferences, Rights and Limitations of Series O Convertible Preferred Stock (the “Certificate of Designation”). Each share of Series O Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), will automatically be converted into 3.209 shares of Common Stock at 12:00 pm Eastern Time on June 25, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K constitutes notice by the Company of its election to effect an Optional Conversion of the outstanding shares of Series O Preferred Stock as provided in Sections 6(a) and 6(d) of the Certificate of Designation.
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 regarding the Company’s expectation that its intestinal failure program will continue to provide clinical proof-of-concept milestones, the Company’s expectation that the opportunity may exist to bring in non-dilutive funds from potential licensee partners to support the intestinal failure program, the Company’s plans to pursue Breakthrough Therapy designation for crofelemer for the indication of microvillus inclusion disease (MVID), and the Company’s expectation that it will file an NDA with the FDA for the MVID indication in the first half of 2027. 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | First Amendment to Manufacturing and Supply Agreement, dated as of June 22, 2026, by and among Napo Pharmaceuticals, Inc., Jaguar Health, Inc., and Woodward Specialty LLC | |
| 99.1 | Press Release, dated June 25, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
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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: June 25, 2026
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Exhibit 99.1
Jaguar Health Announces Conversion of Series O Convertible Preferred Stock Issued as Recent One-time Stock Dividend
Company remains sharply focused on its ongoing global development program for crofelemer for rare intestinal failure diseases
Reminder: Two crofelemer presentations in pediatric intestinal failure patients with microvillus inclusion disease (MVID) and short bowel syndrome (SBS-IF) to be conducted at June 2026 Annual European Society for Pediatric Gastroenterology, Hepatology & Nutrition (ESPGHAN) Meeting
SAN FRANCISCO, CA / June 25, 2026 / Jaguar Health, Inc. (NASDAQ: JAGX) (“Jaguar” or “the Company”) hereby notifies holders of its Series O Convertible Preferred Stock, par value $0.0001 per share (CUSIP No. 47010C870) (the “Preferred Stock”), that the Company has exercised its right to cause the optional conversion of the Preferred Stock pursuant to Section 6(a) of the Certificate of Designation of Preferences, Rights and Limitations of Series O Convertible Preferred Stock. Each share of Preferred Stock will automatically be converted into 3.209 shares of voting common stock, par value $0.0001 per share, of the Company (CUSIP No. 47010C862) (the “Common Stock”) at 12:00 pm Eastern Time on June 25, 2026. Fractional shares of Common Stock will not be issued as a result of the conversion of the Preferred Stock. Instead, holders of shares of Common Stock who otherwise would have been entitled to receive a fractional share as a result of the conversion will receive an amount in cash equal to the fair value of such fractional interest, based on a price per share of $2.68, the closing price per share of Common Stock on June 24, 2026 (i.e., the date immediately prior to the conversion date) as reported on the Nasdaq Stock Market. No action by holders of the Preferred Stock is required.
As announced February 18, 2026, Jaguar’s Board of Directors declared a one-time special stock dividend (the “Special Stock Dividend”) to holders of Jaguar Common Stock and certain outstanding warrants as of record on March 2, 2026. The Special Stock Dividend consisted of the Preferred Stock. Only persons who owned shares of the Company’s Common Stock, or certain warrants to purchase Common Stock with dividend rights, at the close of business on the March 2, 2026 record date, were entitled to receive shares of the Preferred Stock.
Jaguar stockholders who have any questions regarding this conversion are advised to call Equiniti Trust Company, LLC, the Company’s transfer agent, at (877) 248-6417 or (718) 921-8317.
“Jaguar issued the Special Stock Dividend to reward and recognize our passionate and supportive stockholders and provide protection against potential dilution as we explore pathways to repay and restructure our existing indebtedness,” said Lisa Conte, Jaguar’s founder, president, and CEO. “Jaguar has a sharp strategic focus on our ongoing global development program for our crofelemer powder-for-oral-solution formulation for intestinal failure. Our intestinal failure program is expected to continue to provide clinical proof-of-concept milestones and is the subject of business development discussions with the potential to bring in non-dilutive funds from potential licensee partners. Jaguar is targeting Breakthrough Therapy designation for crofelemer for the indication of microvillus inclusion disease (MVID), with a planned filing of an NDA (New Drug Application) with the U.S. Food and Drug Administration (FDA) for this indication in the first half of 2027.”
MVID is a lethal and ultrarare genetic pediatric disorder that causes intestinal failure. In an ongoing investigator-initiated proof-of-concept trial, crofelemer recently demonstrated groundbreaking benefit in the initial pediatric MVID patient treated – demonstrating a reduction in weekly parenteral support (PS) needs of up to 37%. An abstract providing updates about this trial will be presented at the European Society for Pediatric Gastroenterology, Hepatology & Nutrition (ESPGHAN) Annual Meeting in June 2026. The safety of locally acting crofelemer continues to be a hallmark of the drug and a critical factor in assessing the benefit-to-risk ratio of crofelemer for intestinal failure patients. This Jaguar development program is also enhanced by clinical proof-of-concept data for crofelemer in pediatric patients with short bowel syndrome with intestinal failure (SBS-IF) – another rare disease. The Company has an ongoing randomized double-blind placebo-controlled Phase 2 study of crofelemer powder-for-oral solution in adult SBS-IF patients.
The Special Stock Dividend was a special one-time event. The payment of dividends in the future is subject to the discretion of the Board of Directors, which will evaluate the possibility of future dividend distributions from time to time based on factors that the Board of Directors deem relevant. However, no additional dividends have been authorized or are being contemplated at this time.
For additional information about the Special Stock Dividend and terms of the Preferred Stock and associated risk factors, please refer to the Current Report on Form 8-K the Company filed with the U.S. Securities and Exchange Commission on February 18, 2026, which can be viewed on the Company’s website by clicking here.
About Crofelemer
Crofelemer is a novel, oral plant-based prescription medicine purified from the red bark sap, also referred to as “dragon’s blood,” of the Croton lechleri tree in the Amazon Rainforest. Napo Pharmaceuticals has established a sustainable harvesting program, under fair trade practices, for crofelemer to ensure a high degree of quality, ecological integrity, and support for indigenous communities.
About the Jaguar Health Family of Companies
Jaguar Health, Inc. (Jaguar) is a commercial stage pharmaceuticals company focused on developing novel proprietary prescription medicines sustainably derived from plants from rainforest areas for people and animals with gastrointestinal distress. Jaguar family companies Napo Pharmaceuticals, Inc. (Napo) and Napo Therapeutics S.p.A. focus on the development and commercialization of novel crofelemer powder for oral solution for the treatment of rare and orphan gastrointestinal disorders with intestinal failure, including microvillus inclusion disease and short bowel syndrome.
For more information about:
Jaguar Health, visit https://jaguar.health
Napo Pharmaceuticals, visit napopharma.com
Napo Therapeutics, visit napotherapeutics.com
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements.” These include statements regarding Jaguar’s expectation that two crofelemer presentations in pediatric intestinal failure patients with MVID and SBS-IF will be conducted at the 2026 ESPGHAN Annual Meeting, Jaguar’s expectation that its intestinal failure program will continue to provide clinical proof-of-concept milestones, Jaguar’s expectation that the opportunity may exist to bring in non-dilutive funds from potential licensee partners to support the intestinal failure program, Jaguar’s plans to pursue Breakthrough Therapy designation for crofelemer for the indication of MVID, and Jaguar’s expectation that the Company will file an NDA with the FDA for the MVID indication in the first half of 2027. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this release are only predictions. Jaguar has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements speak only as of the date of this release and are subject to several risks, uncertainties, and assumptions, some of which cannot be predicted or quantified and some of which are beyond Jaguar’s control. Except as required by applicable law, Jaguar does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Source: Jaguar Health, Inc.
Contact:
hello@jaguar.health
Jaguar-JAGX