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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): September 25, 2026
Jaguar Health, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
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001-36714 |
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46-2956775 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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| 200 Pine Street Suite 400 |
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| San Francisco, California |
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94104 |
| (Address of Principal Executive Offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
| Common Stock, Par Value $0.0001 Per Share |
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JAGX |
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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 January 19, 2021, Jaguar Health, Inc. (the “Company”) issued and sold to Streeterville Capital, LLC (“Streeterville”) a secured promissory note in the original principal amount of $6,220,812.50 (as amended, the “2021 Note”) pursuant to that certain Note Purchase Agreement between the same parties dated as of the even date.
On September 25, 2026, the Company entered into privately negotiated exchange agreements with Streeterville (collectively, the “2021 Note Exchange Agreements”), pursuant to which the Company issued an aggregate of 481,584 shares (the “2021 Note Exchange Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”) to Streeterville in exchange for a $3,400,000 reduction in the outstanding balance of the 2021 Note (the “2021 Note Exchange Transaction”).
The 2021 Note Exchange Agreements include representations, warranties, and covenants customary for a transaction of this type.
The foregoing description of the 2021 Note Exchange Agreements does not purport to be complete and is qualified in its entirety by the 2021 Note Exchange Agreements, the form of which is filed herewith as Exhibit 10.1 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 2021 Note Exchange Shares 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”).
As of September 25, 2026, the Company had approximately 1,945,542 shares of Common Stock issued and outstanding.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. |
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Description |
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| 10.1 |
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Form of the 2021 Note Exchange Agreement. |
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| 104 |
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Cover Page Interactive Data File |
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.
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By: |
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/s/ Lisa A. Conte |
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Name: |
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Lisa A. Conte |
| Date: September 28, 2026 |
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Title: |
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President and Chief Executive Officer |
