Jaguar Health (NASDAQ: JAGX) discloses Iliad exchange and pre-funded warrants

Rhea-AI Filing Summary

Jaguar Health, Inc. entered into two privately negotiated exchange agreements with Iliad Research and Trading, L.P., swapping Series M Perpetual Preferred Stock for common stock and pre-funded warrants. On December 9, 2025 the company issued 400,000 common shares and a pre-funded warrant to purchase 1,304,545 common shares in exchange for 75 Series M shares, which were then cancelled and retired. On December 11, 2025 it issued 40,000 common shares and a pre-funded warrant to purchase 304,827 common shares in exchange for 16 additional Series M shares, which were also cancelled and retired. The pre-funded warrants are immediately exercisable at an exercise price of $0.001 per share and include a 9.99% beneficial ownership cap, limiting how much of Jaguar Health’s common stock Iliad and its affiliates may hold after exercise. The securities were issued under the Section 3(a)(9) exemption from Securities Act registration.

Insights

Equity capital markets analyst

Jaguar Health exchanged preferred stock for common shares and pre-funded warrants, altering its capital structure without a registered offering.

Jaguar Health replaced part of its Series M Perpetual Preferred Stock held by Iliad with common equity and pre-funded warrants. The first exchange covered 75 Series M shares in return for 400,000 common shares plus a pre-funded warrant for 1,304,545 common shares. The second exchange covered 16 Series M shares for 40,000 common shares and a pre-funded warrant for 304,827 common shares, with all exchanged preferred shares cancelled and retired.

The pre-funded warrants are immediately exercisable at an exercise price of $0.001 per share and remain outstanding until fully exercised. A 9.99% beneficial ownership limitation means Iliad, its affiliates and certain related parties cannot exercise to a level where their holdings exceed 9.99% of Jaguar Health’s outstanding common stock after exercise. The company relied on the Section 3(a)(9) exemption, indicating these exchanges were conducted as unregistered exchanges with an existing security holder.

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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): December 12, 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.

As previously disclosed, on June 27, 2025, Jaguar Health, Inc. (the “Company”) sold and issued to Iliad Research and Trading, L.P. (“Iliad”) an aggregate of 170 shares of Series M Perpetual Preferred Stock (the “Series M Preferred Stock”) of the Company in a privately negotiated exchange transaction.

On December 9, 2025, the Company entered into a privately negotiated exchange agreement with Iliad (the “First Exchange Agreement”), pursuant to which the Company issued (i) 400,000 shares (the “First Exchange Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”) and (ii) a pre-funded common stock purchase warrant to purchase 1,304,545 shares of Common Stock (the “First Pre-Funded Warrant”) to Iliad in exchange for 75 shares of Series M Preferred Stock held by Iliad (the “First Exchange Transaction”). Upon completion of the First Exchange Transaction, such 75 shares of Series M Preferred Stock were cancelled and retired.

On December 11, 2025, the Company entered into another privately negotiated exchange agreement with Iliad (the “Second Exchange Agreement” and together with the First Exchange Agreement, collectively the “Exchange Agreements”), pursuant to which the Company issued (i) 40,000 shares of Common Stock (the “Second Exchange Shares” and together with the First Exchange Shares, collectively the “Exchange Shares”) and (ii) a pre-funded common stock purchase warrant to purchase 304,827 shares of Common Stock (the “Second Pre-Funded Warrant” and together with the First Pre-Funded Warrant, collectively the “Pre-Funded Warrants”) to Iliad in exchange for 16 shares of Series M Preferred Stock held by Iliad (the “Second Exchange Transaction”). Upon completion of the Second Exchange Transaction, such 16 shares of Series M Preferred Stock were cancelled and retired.

Each of the Exchange Agreements includes representations, warranties, and covenants customary for transactions of this type.

Each of the Pre-Funded Warrants is exercisablein part or in full immediately at an exercise price of $0.001 per share, and may be exercised at any time until such Pre-Funded Warrant is exercised in full. The Pre-Funded Warrants provide that the number of shares that may be exercised shall be limited to ensure that, following such exercise, the number of shares of Common Stock beneficially owned by the holder, together with its affiliates and certain related parties,does not exceed 9.99% of the total number of shares of Common Stock then issued and outstanding.

The foregoing description of the Pre-Funded Warrants and the Exchange Agreements does not purport to be complete and issubject to, and qualified in its entirety by the First Pre-Funded Warrant, the Second Pre-Funded Warrant, the First Exchange Agreement and the Second Exchange Agreement, copies of which are attached as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The Exchange Shares and the Pre-Funded Warrants were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		First Pre-Funded Warrant, dated December 9, 2025.
4.2		Second Pre-Funded Warrant, dated December 11, 2025.
10.1		First Exchange Agreement, dated December 9, 2025, by and between Jaguar Health Inc. and Iliad Research and Trading, L.P.
10.2		Second Exchange Agreement, dated December 11, 2025, by and between Jaguar Health Inc. and Iliad Research and Trading, L.P.

104 Cover Page Interactive Data File (embedded with 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:	December 12, 2025	By:	/s/ Lisa A. Conte
			Lisa A. Conte President and CEO

FAQ

What exchange agreements did Jaguar Health (JAGX) enter into with Iliad?

Jaguar Health entered into two privately negotiated exchange agreements with Iliad Research and Trading, L.P. In these transactions, the company issued common shares and pre-funded common stock purchase warrants to Iliad in exchange for shares of its Series M Perpetual Preferred Stock, which were then cancelled and retired.

How many Jaguar Health common shares and pre-funded warrants were issued in the exchanges?

In the first exchange, Jaguar Health issued 400,000 common shares and a pre-funded warrant to purchase 1,304,545 common shares. In the second exchange, it issued 40,000 common shares and a pre-funded warrant to purchase 304,827 common shares.

What happened to the Series M Perpetual Preferred Stock in the Jaguar Health–Iliad exchanges?

In the first exchange, 75 shares of Series M Perpetual Preferred Stock held by Iliad were exchanged and then cancelled and retired. In the second exchange, 16 additional Series M shares were exchanged and also cancelled and retired, reducing the outstanding Series M Preferred Stock held by Iliad.

What are the key terms of Jaguar Healths pre-funded common stock purchase warrants?

Each pre-funded warrant is exercisable in part or in full immediately at an exercise price of $0.001 per share. The warrants may be exercised at any time until they are exercised in full and include a beneficial ownership limitation so that the holder, together with its affiliates and certain related parties, does not exceed 9.99% of Jaguar Healths outstanding common stock after exercise.

Under what legal exemption were Jaguar Healths exchange shares and warrants issued?

The common shares issued in the exchanges and the pre-funded common stock purchase warrants were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

Does Jaguar Healths agreement with Iliad include customary legal protections?

Yes. Each exchange agreement includes representations, warranties and covenants that are described as customary for transactions of this type between a company and an institutional investor.