Jaguar Health (NASDAQ: JAGX) updates royalty terms and debt, swaps preferred for common

Rhea-AI Filing Summary

Jaguar Health, Inc. entered several financing-related agreements affecting its royalty obligations, debt maturity, and equity structure. The company amended two royalty interests with Uptown Capital and Streeterville Capital, each originally for $12 million, so that beginning on October 1, 2026 the monthly royalty payment will be the greater of $750,000 or the royalty amount otherwise due under Section 2.1 of each agreement. Streeterville’s royalty amendment also pushes the start of monthly payments from July 1, 2026 to October 1, 2026.

Jaguar and its subsidiary Napo Pharmaceuticals also amended a secured promissory note originally issued to Streeterville in the principal amount of $6,220,812.50, extending the note’s maturity date from July 1, 2026 to October 1, 2026. In separate, privately negotiated exchange agreements with Streeterville, Jaguar issued 34,798, 36,796 and 38,655 common shares in three tranches in exchange for an aggregate 3.8, 3.4 and 3.68 shares of Series Q Perpetual Preferred Stock, respectively. The preferred shares received in each exchange were cancelled and retired, and in the aggregate the related common stock issuance exceeded 5% of Jaguar’s common shares outstanding as last reported in its most recent Form 10-Q.

Insights

Credit and capital structure analyst

Jaguar adjusts royalty cash flows, extends debt, and simplifies preferred equity via exchanges.

Jaguar Health amended two $12 million royalty interests so that from October 1, 2026 it must pay at least $750,000 per month on each, or the higher contractual royalty. One Streeterville royalty also defers the start of monthly payments from July 1 to October 1, 2026, modestly shifting near-term cash obligations.

The company and its subsidiary Napo Pharmaceuticals extended the maturity of a secured promissory note originally for $6,220,812.50 from July 1, 2026 to October 1, 2026, pushing out a key debt repayment date. Separately, three privately negotiated exchanges swapped small numbers of Series Q Perpetual Preferred Stock shares for 34,798, 36,796 and 38,655 common shares, cancelling the exchanged preferred. The filing notes that, taken together, these exchanges resulted in common stock issuance exceeding 5% of shares outstanding as last reported, indicating mild equity dilution alongside a cleaner preferred capital layer. Overall, these changes appear administrative and liability-management focused rather than transformational.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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.

Key Figures

Uptown royalty principal: $12 million Streeterville royalty principal: $12 million Minimum monthly royalty payment: $750,000 per month +5 more

8 metrics

Uptown royalty principal $12 million Original principal amount of Uptown 2020 Royalty Interest

Streeterville royalty principal $12 million Original principal amount of Streeterville 2022 Royalty Interest

Minimum monthly royalty payment $750,000 per month Floor for each royalty starting October 1, 2026

Secured note principal $6,220,812.50 Original principal amount of 2021 Note with Streeterville

Note maturity extension July 1, 2026 to October 1, 2026 New maturity date for 2021 Note

First exchange common shares 34,798 shares Common stock issued for 3.8 Series Q Preferred shares

Second exchange common shares 36,796 shares Common stock issued for 3.4 Series Q Preferred shares

Third exchange common shares 38,655 shares Common stock issued for 3.68 Series Q Preferred shares

Key Terms

Royalty Payment, secured promissory note, Series Q Perpetual Preferred Stock, privately negotiated exchange transactions, +1 more

5 terms

Royalty Payment financial

"the monthly Royalty Payment shall be the greater of (a) $750,000.00"

A royalty payment is a recurring fee paid to the owner of an asset—such as a patent, mineral right, trademark, or creative work—each time others use, sell, or extract value from that asset. Think of it like a landlord collecting rent when tenants use space: royalties turn ownership into a steady income stream that can boost a company’s revenue predictability, margins and valuation, so investors watch them for cash-flow stability and growth potential.

secured promissory note financial

"amendment (the “2021 Note Amendment No. 4”) with Streeterville to the secured promissory note"

A secured promissory note is a written promise to repay borrowed money that is backed by specific assets pledged as collateral; if the borrower fails to pay, the lender can seize those assets to recover losses. Investors care because the collateral reduces the lender’s risk and can make the loan safer and more likely to be repaid, similar to a pawnshop loan where an item lowers the lender’s exposure if the borrower defaults.

Series Q Perpetual Preferred Stock financial

"sold and issued to Streeterville Capital, LLC an aggregate of 408 shares of Series Q Perpetual Preferred Stock"

privately negotiated exchange transactions financial

"an aggregate of 408 shares of Series Q Perpetual Preferred Stock in two privately negotiated exchange transactions"

Exchange Agreement financial

"entered into a privately negotiated exchange agreement with Streeterville (the “First Exchange Agreement”)"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What royalty agreements did Jaguar Health (JAGX) amend on June 17, 2026?

Jaguar Health amended two royalty interests, each with an original principal amount of $12 million, one with Uptown Capital and one with Streeterville Capital. Both now require monthly payments of at least $750,000 starting October 1, 2026, or the higher contractual royalty amount.

How do the amended royalty payments affect Jaguar Health (JAGX) starting October 1, 2026?

Beginning October 1, 2026, Jaguar must pay the greater of $750,000 per month or the royalty otherwise due under Section 2.1 on each amended royalty interest. For Streeterville, the amendment also delays the start of monthly payments from July 1 to October 1, 2026.

What change was made to Jaguar Health’s 2021 secured promissory note with Streeterville?

Jaguar Health and Napo Pharmaceuticals amended a secured promissory note originally issued for $6,220,812.50 to Streeterville. The amendment extends the note’s maturity date from July 1, 2026 to October 1, 2026, giving the borrower three additional months before repayment is due.

What common stock did Jaguar Health (JAGX) issue in the exchange transactions with Streeterville?

Jaguar issued 34,798, 36,796 and 38,655 common shares in three privately negotiated exchanges with Streeterville. These shares were issued in return for 3.8, 3.4 and 3.68 shares of Series Q Perpetual Preferred Stock, respectively, which were cancelled and retired upon completion.

How much dilution resulted from Jaguar Health’s Series Q preferred-for-common exchanges?

The filing states that, when combining the First and Second Exchange Shares, Jaguar issued common stock representing more than 5% of its issued and outstanding shares as last reported in its latest Form 10-Q. This indicates a modest but clearly disclosed equity dilution level.

Why did Jaguar Health (JAGX) cancel the exchanged Series Q Preferred Stock shares?

Under each exchange agreement, Series Q Preferred Stock received from Streeterville became "Exchanged Preferred Shares" that were cancelled and retired on completion. This reduces the amount of outstanding Series Q Preferred Stock and shifts that value into common equity through newly issued shares.

false 0001585608 0001585608 2026-06-17 2026-06-17

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): June 17, 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 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.

Royalty Interest Global Amendments

On June 17, 2026, Jaguar Health, Inc. (the “Company”) entered into an amendment (the “Uptown 2020 Royalty Interest Global Amendment No. 5”) to the royalty interest in the original principal amount of $12 million, as amended (the “Uptown 2020 Royalty Interest”) with Uptown Capital, LLC (f/k/a Irving Park Capital, LLC; “Uptown”), pursuant to which Section 2.2 of the Uptown 2020 Royalty Interest was deleted and replaced in its entirety such that, beginning on October 1, 2026, the monthly Royalty Payment shall be the greater of (a) $750,000.00, and (b) the actual Royalty Payment amount Uptown is entitled to for such month pursuant to Section 2.1 of the Uptown 2020 Royalty Interest.

On June 17, 2026, the Company also entered into an amendment (the “Streeterville 2022 Royalty Interest Global Amendment No. 5”) to the royalty interest in the original principal amount of $12 million dated August 24, 2022, as amended (the “Streeterville 2022 Royalty Interest”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which Section 2.2 of the Streeterville 2022 Royalty Interest was deleted and replaced in its entirety such that initiation of monthly payments shall be extended from July 1, 2026 to October 1, 2026, the monthly Royalty Payment shall be the greater of (a) $750,000.00, and (b) the actual Royalty Payment amount Streeterville is entitled to for such month pursuant to Section 2.1 of the Streeterville 2022 Royalty Interest.

The foregoing descriptions of the Uptown 2020 Royalty Interest Global Amendment No. 5 and Streeterville 2022 Royalty Interest Global Amendment No. 5 do not purport to be complete and are qualified in their respective entirety by reference to the Uptown 2020 Royalty Interest Global Amendment No. 5 and Streeterville 2022 Royalty Interest Global Amendment No. 5, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

Note Amendments

On June 17, 2026, the Company and Napo Pharmaceuticals, Inc., the Company’s wholly-owned subsidiary (“Napo” and together with the Company, the “Borrower”), entered into an amendment (the “2021 Note Amendment No. 4”) with Streeterville to the secured promissory note in the original principal amount of $6,220,812.50 (as amended, the “2021 Note”) issued by Borrower to Streeterville on January 19, 2021 pursuant to that certain Note Purchase Agreement among the same parties dated as of the even date. Pursuant to the 2021 Note Amendment No. 4, the maturity date of the 2021 Note is extended from July 1, 2026 to October 1, 2026.

The foregoing description of the 2021 Note Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to the 2021 Note Amendment No. 4, a copy of which is filed herewith as Exhibit 4.3 and incorporated herein by reference.

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Exchange Transactions

As previously disclosed, on May 19, 2026, Jaguar Health, Inc. (the “Company”) sold and issued to Streeterville Capital, LLC (“Streeterville”) an aggregate of 408 shares of Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”) in two privately negotiated exchange transactions.

On June 9, 2026, the Company entered into a privately negotiated exchange agreement with Streeterville (the “First Exchange Agreement”), pursuant to which the Company issued 34,798 shares (the “First Exchange Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”), to Streeterville in exchange for an aggregate of 3.8 outstanding shares of Series Q Preferred Stock held by Streeterville (the “First Exchanged Preferred Shares”). Upon completion of such exchange, the First Exchanged Preferred Shares were cancelled and retired.

On June 17, 2026, the Company entered into another privately negotiated exchange agreement with Streeterville (the “Second Exchange Agreement”), pursuant to which the Company issued 36,796 shares (the “Second Exchange Shares”) of Common Stock to Streeterville in exchange for an aggregate of 3.4 outstanding shares of Series Q Preferred Stock held by Streeterville (the “Second Exchanged Preferred Shares”), which when combined with the First Exchange Shares resulted in the aggregate issuance by the Company of more than 5% of the Company’s issued and outstanding shares of Common Stock, as last reported in the Company’s Quarterly Report on Form 10-Q filed on May 20, 2026. Upon completion of such exchange, the Second Exchanged Preferred Shares were cancelled and retired.

On June 18, 2026, the Company entered into another privately negotiated exchange agreement with Streeterville (the “Third Exchange Agreement”), pursuant to which the Company issued 38,655 shares (the “Third Exchange Shares”) of Common Stock to Streeterville in exchange for an aggregate of 3.68 outstanding shares of Series Q Preferred Stock held by Streeterville (the “Third Exchanged Preferred Shares”). Upon completion of such exchange, the Third Exchanged Preferred Shares were cancelled and retired.

The First Exchange Agreement, the Second Exchange Agreement and the Third Exchange Agreement (collectively, the “Exchange Agreements”) include representations, warranties, and covenants customary for a transaction of this type.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in their entirety by the Exchange Agreements, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 under the headings “Royalty Interest Global Amendments” and “Note Amendments” is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 under the heading “Exchange Transactions” is hereby incorporated by reference into this Item 3.02 in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Global Amendment No. 5, dated June 17, 2026, by and between Jaguar Health, Inc. and Uptown Capital, LLC
4.2		Global Amendment No. 5, dated June 17, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC
4.3		Amendment to the 2021 Note, dated June 17, 2026, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC
10.1		Exchange Agreement, dated June 9, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC
10.2		Exchange Agreement, dated June 17, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC
10.3		Exchange Agreement, dated June 18, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

- 3 -

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: June 18, 2026				By:		/s/ Lisa A. Conte
						Lisa A. Conte
						President and Chief Executive Officer

- 4 -

Filing Exhibits & Attachments

9 documents

Agreements & Contracts

• EX-10.1 EX-10.1 23.9 KB
• EX-10.2 EX-10.2 23.9 KB
• EX-10.3 EX-10.3 23.9 KB

Other Documents

• EX-4.1 EX-4.1 13.1 KB
• EX-4.2 EX-4.2 13.1 KB
• EX-4.3 EX-4.3 14.0 KB
• 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