Jaguar Health (NASDAQ: JAGX) signs new crofelemer manufacturing pact

Rhea-AI Filing Summary

Jaguar Health, through its wholly owned subsidiary Napo Pharmaceuticals, has entered into a new manufacturing and supply agreement with Alivus Life Sciences dated July 9, 2026. Under this 2026 Agreement, Alivus will continue to manufacture crofelemer for use in Mytesi and other crofelemer-based human and animal products for Napo, its affiliates, or third parties designated by Napo.

The 2026 Agreement includes Napo’s commitment to purchase minimum quantities of crofelemer, with potential shortfall payments, subject to quarterly caps unless capacity is expanded at Napo’s written request. It runs through March 31, 2029, with options for successive renewals of at least two years, and allows termination for convenience with 12 months’ notice or for specified events, including uncured material breach, insolvency scenarios, regulatory withdrawal of crofelemer products, or chronic failure to supply. If an Insolvency Event occurs under a related license agreement, Napo’s rights and obligations under the 2026 Agreement for crofelemer manufacturing would be assigned to Woodward Specialty LLC.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Agreement effective date: July 9, 2026 Agreement term end: March 31, 2029 Termination notice for any reason: 12 months +3 more

6 metrics

Agreement effective date July 9, 2026 Date Napo Pharmaceuticals and Alivus Life Sciences entered the 2026 Agreement

Agreement term end March 31, 2029 Scheduled expiration date of the 2026 manufacturing and supply agreement

Termination notice for any reason 12 months Either party may terminate the 2026 Agreement for any reason with 12 months prior written notice

Cure period for material breach 90 days Period for a material breach to be cured after notice before termination right arises

Involuntary insolvency petition dismissal period 60 days Involuntary insolvency petition must be dismissed within 60 days to avoid termination right

Notice period for chronic failure to supply 30 days Napo may terminate upon 30 days’ notice for chronic failure to supply crofelemer

Key Terms

manufacturing and supply agreement, minimum quantities, material breach, Insolvency Event, +2 more

6 terms

manufacturing and supply agreement regulatory

"entered into a manufacturing and supply agreement (the “2020 Agreement”) with Alivus"

minimum quantities financial

"includes a commitment of Napo to purchase from Alivus the minimum quantities of crofelemer"

material breach regulatory

"terminate the 2026 Agreement upon written notice as a result of a material breach"

A material breach is a serious failure by a party to meet a key term of a contract that undermines the contract’s purpose or value; it’s more than a minor mistake and can allow the other side to end the deal or seek compensation. For investors, a material breach is a red flag because it can lead to lost revenue, costly legal fights, or sudden changes in a company’s operations — like finding a major structural problem in a house that makes it unsafe to live in.

Insolvency Event regulatory

"would be assigned to Woodward if an Insolvency Event (as defined in the License Agreement) occurs"

chronic failure to supply regulatory

"upon 30 days’ notice to Alivus upon chronic failure to supply crofelemer"

indemnification regulatory

"payment terms, confidentiality and indemnification, and other customary provisions"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

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FAQ

What new agreement did Jaguar Health (JAGX) enter into on July 9, 2026?

Jaguar Health’s subsidiary Napo Pharmaceuticals entered a new manufacturing and supply agreement with Alivus Life Sciences on July 9, 2026. Alivus will continue manufacturing crofelemer for Mytesi and other crofelemer-based products for Napo, its affiliates, and designated third parties.

How long does the new Jaguar Health (JAGX) crofelemer supply agreement last?

The 2026 Agreement is scheduled to run until March 31, 2029. After that date, Napo and Alivus may extend it for successive renewal terms of at least two years each, by mutual agreement between the parties.

What purchase commitments does Napo make under Jaguar Health’s (JAGX) 2026 Agreement?

Napo commits to buy minimum quantities of crofelemer from Alivus, pro-rated for each financial year. If purchases fall short, Napo may owe shortfall payments, subject to a cap on required quantities per calendar quarter unless capacity expansion is requested in writing.

Under what conditions can the Jaguar Health (JAGX) 2026 Agreement be terminated?

Either party may terminate for any reason with 12 months’ prior written notice. Termination is also permitted for uncured material breach, certain insolvency events, regulatory withdrawal of crofelemer products, or Napo-designated chronic failure to supply, subject to specified notice and cure periods.

What happens to the 2026 Agreement if an Insolvency Event occurs for Jaguar Health’s (JAGX) subsidiary?

If an Insolvency Event occurs as defined in a related license agreement, all of Napo’s rights and obligations under the 2026 manufacturing and supply agreement for crofelemer would be assigned to Woodward Specialty LLC, an affiliate of Future Pak.

What special termination rights does Napo have under Jaguar Health’s (JAGX) 2026 Agreement?

Napo may terminate immediately if regulators withdraw CPL, crofelemer, or any crofelemer-based product for safety or compliance reasons. Napo may also terminate on 30 days’ notice if there is chronic failure by Alivus to supply crofelemer as required.

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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): July 9, 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 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.

As previously disclosed, on September 3, 2020, Napo Pharmaceuticals, Inc. (“Napo”), a wholly-owned subsidiary of Jaguar Health, Inc. (the “Company”), entered into a manufacturing and supply agreement (the “2020 Agreement”) with Alivus Life Sciences Limited (f/k/a Glenmark Life Sciences Limited) (“Alivus”), pursuant to which Alivus served as Napo’s manufacturer of crofelemer for use in Mytesi^®, the Company and Napo’s human prescription drug product approved by the U.S. Food and Drug Administration (the “FDA”), and for other crofelemer-based products manufactured by Napo, its affiliates or any third party for human or animal use. The 2020 Agreement was renewed on July 12, 2023, and expired on March 31, 2026.

On July 9, 2026, Napo and Alivus entered into a new manufacturing and supply agreement (the “2026 Agreement”), pursuant to which Alivus will continue to serve as Napo’s manufacturer of crofelemer for use in Mytesi^® and for other crofelemer-based products manufactured by Napo, its affiliates or any third party as appointed by Napo for human or animal use. The 2026 Agreement includes a commitment of Napo to purchase from Alivus the minimum quantities of crofelemer as specified in the 2026 Agreement, pro-rated for that portion of the financial year during the term of the 2026 Agreement, where the Company may be obligated to pay any shortfall; provided, however, in no event shall a required quantity of crofelemer exceed such amount as set forth in the 2026 Agreement per calendar quarter until or unless there is capacity expansion planned on the behest of a written request from Napo. The 2026 Agreement also contains provisions regarding the rights and responsibilities of the parties with respect to manufacturing specifications, forecasting and ordering, delivery arrangements, payment terms, confidentiality and indemnification, and other customary provisions.

The term of the 2026 Agreement will expire on March 31, 2029, unless sooner terminated pursuant to the terms thereof. At the end of the term, the parties may extend the 2026 Agreement for successive renewal terms of a minimum of two years by mutual agreement. Either party may terminate the 2026 Agreement for any reason with 12 months prior written notice to the other party. In addition, either party may terminate the 2026 Agreement upon written notice as a result of a material breach of the 2026 Agreement that remains uncured for a period of 90 days. Either party may also terminate the 2026 Agreement immediately upon written notice in the event that the other party (i) files a petition in bankruptcy or insolvency or for reorganization or for arrangement or for the appointment of a receive or trustee of such other party or its assets, (ii) is served with an involuntary petition against such other party, filed in any insolvency proceeding, which is not dismissed within 60 days after such filing, (iii) proposes to be a party to any dissolution or liquidation, (iv) makes an assignment for the benefit of its creditors or (v) admits in writing its inability to pay its debts as they fall due in the general course. Napo may terminate the 2026 Agreement (x) immediately upon notice to Alivus in the event regulatory authorities cause the withdrawal of CPL (as defined in the 2026 Agreement), crofelemer or any crofelemer-based product from the market for safety and/or non-compliance reasons or (y) upon 30 days’ notice to Alivus upon chronic failure to supply crofelemer in accordance with the terms of the 2026 Agreement.

Pursuant to the terms of the previously disclosed license agreement (the “License Agreement”) entered into by and among Napo, the Company, Woodward Specialty LLC (“Woodward”), an affiliate of Future Pak, LLC (“Future Pak”), and Future Pak, and the manufacturing and supply agreement entered into by and among Napo, Woodward and Future Pak, both dated as of January 12, 2026, all of Napo’s rights and obligations under the 2026 Agreement for the manufacture of Crofelemer would be assigned to Woodward if an Insolvency Event (as defined in the License Agreement) occurs.

A copy of the 2026 Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing is only a brief description of the material terms of the 2026 Agreement, 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 exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Manufacturing and Supply Agreement, dated July 9, 2026, by and between Napo Pharmaceuticals, Inc. and Alivus Life Sciences Limited.

* Certain identified confidential information has been redacted from this exhibit because it both (i) is not material and (ii) is the type that the Company treats as private or confidential.

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: July 14, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 163.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB