Jaguar Health, Inc. 8-K Filings

Jaguar Health, Inc. (JAGX) reported second quarter 2026 results and highlighted progress in its global development program for crofelemer targeting rare intestinal failure (IF) diseases. A key update was presentation of additional data at ESPGHAN 2026 on crofelemer as adjunctive oral therapy for pediatric IF, including ultrarare microvillus inclusion disease (MVID). The data showed a reduction of parenteral support normalized to body weight of up to 48% in a patient with MVID. Jaguar stated it expects the clinical package for a New Drug Application (NDA) for MVID to be ready by the end of 2026, with NDA submission planned for the second quarter of 2027.

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.

Jaguar Health completed the previously announced conversion of its Series O Convertible Preferred Stock into common stock. Effective June 25, 2026, each share of Series O Preferred Stock converted into 3.209 shares of common stock.

Immediately after the conversion, Jaguar Health had 4,857,211 shares of common stock issued and outstanding. Holders of Eligible Warrants can receive up to 839,000 shares of common stock upon exercise, consisting of 68,593 warrant shares and 770,407 conversion shares linked to the Series O Preferred Stock dividend structure.

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.

Jaguar Health, Inc. filed an amended current report to replace an earlier press release exhibit with the correct version. The updated release confirms that the board has begun exploring a range of strategic alternatives aimed at maximizing shareholder value, following a review of current market conditions.

The company states it expects this strategic review process to align with completion of clinical work supporting a planned New Drug Application for its crofelemer drug candidate for rare intestinal failure diseases. Jaguar emphasizes that these are forward-looking statements subject to significant risks and uncertainties.

Jaguar Health, Inc. has started a formal process to explore a range of strategic alternatives aimed at maximizing shareholder value. The Board’s decision follows an evaluation of current market conditions.

The company expects the timing of this review to align with completion of clinical work supporting a planned New Drug Application for its crofelemer prescription drug candidate targeting rare intestinal failure diseases. Jaguar emphasizes that these plans are forward-looking and subject to significant risks and uncertainties described in its prior SEC reports.

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.

Jaguar Health arranged two linked financings to bolster access to capital and liquidity. The company entered a common stock equity line of credit with an institutional investor, who is committed to purchase up to $40 million of Jaguar’s common stock, subject to volume, dollar and 4.99% beneficial ownership limits.

Jaguar will issue $800,000 of commitment shares valued at the VWAP on the ELOC registration statement’s effective date, and will register both these and future ELOC shares on a Form S-1. Separately, the company completed a private placement of 240 shares of Series P preferred stock for $2 million, carrying an 8% annual dividend payable in cash or stock.

The preferred stock has no conversion rights but features complex mandatory, optional and forced redemption mechanics, often settled in common shares using price-based formulas, plus 4.99%–9.99% beneficial ownership caps and 19.99% issuance limits tied to stockholder approvals and Nasdaq rules.

Jaguar Health, Inc. reported the final voting results of its 2026 Annual Meeting of Stockholders, where all five proposals were approved. The meeting, originally held May 22 and adjourned twice, reconvened on June 8, 2026 with 7,169,152 shares represented out of 14,044,277 shares entitled to vote as of April 15, 2026.

Stockholders elected director nominee John Micek III and approved additional proposals, each receiving millions of votes in favor with broker non-votes reported where applicable. Jaguar also highlighted that founder, president and CEO Lisa Conte is scheduled to present virtually at the Emerging Growth Conference on June 10, 2026.

Jaguar Health, Inc. entered two privately negotiated exchange agreements with Streeterville Capital to swap Series Q Perpetual Preferred Stock for common shares and further adjourned its 2026 Annual Meeting of Stockholders.

On May 26, 2026 the company issued 31,958 common shares in exchange for 3.72 Series Q preferred shares, which were then cancelled. On June 1, 2026 it issued 32,710 common shares in exchange for 4.2 additional Series Q preferred shares, which were also cancelled. These exchanges were completed under Section 3(a)(9) of the Securities Act.

The 2026 Annual Meeting, previously adjourned, was further adjourned to June 8, 2026 at 8:30 a.m. Pacific Time at Jaguar Health’s San Francisco offices, with the record date remaining April 15, 2026. Stockholders who have already voted and do not wish to change their vote do not need to take any action.

Jaguar Health, Inc. has regained compliance with Nasdaq’s minimum bid price listing rule. Nasdaq formally notified the company on May 26, 2026, and its shares continue to trade on Nasdaq, although a Nasdaq Hearings Panel will retain jurisdiction over the listing until September 1, 2026.

The company is now subject to a one-year Mandatory Panel Monitor period through May 26, 2027. If during this time the closing bid falls below $1.00 per share for 30 consecutive business days, Nasdaq would issue a delist determination without granting the usual 180‑day grace period, though Jaguar could request a new hearing.

In the accompanying press release, Jaguar highlighted that net revenue in Q1 2026 increased 816% versus Q1 2025 and 527% versus Q4 2025, driven by a U.S. out‑license agreement for Mytesi and Canalevia‑CA1 with Future Pak. The company also reiterated its focus on a pivotal‑stage development program for crofelemer in rare intestinal failure indications, targeting a new drug application around mid‑2027 and seeking a development and commercialization partner.

Jaguar Health, Inc. entered into two privately negotiated exchange agreements with Streeterville Capital, LLC, issuing 54,222 shares of common stock in exchange for 7.96 shares of Series Q Perpetual Preferred Stock, which were cancelled and retired. This follows an earlier sale of 408 Series Q preferred shares to Streeterville in prior exchange transactions.

The company also convened its 2026 Annual Meeting of Stockholders and then adjourned it to June 2, 2026 after discussions with Nasdaq, so it can provide additional information on certain proxy proposals via a forthcoming supplement. The record date for the meeting remains April 15, 2026.

Jaguar Health reported a sharp turnaround in its first quarter 2026 results, largely due to a major license deal for U.S. commercial rights to Mytesi and Canalevia-CA1. Total net revenue rose to $20,272 thousand in Q1 2026 from $2,214 thousand in Q1 2025, an 816% increase, as license and grant revenue jumped to $19,068 thousand.

Product revenue declined to $1,204 thousand from $2,171 thousand, down 45%. Income from operations moved to a profit of $10,182 thousand compared with a loss of $9,421 thousand, while net loss attributable to common stockholders narrowed to $7,015 thousand from $10,464 thousand. Non-GAAP EBITDA improved to a loss of $5,688 thousand from a loss of $9,739 thousand, and non-GAAP Recurring EBITDA improved to a loss of $5,060 thousand.

The company highlighted ongoing development of crofelemer for rare intestinal failure disorders and announced upcoming crofelemer presentations at the ESPGHAN meeting in June 2026. Jaguar also plans an investor webcast on May 26, 2026, and a management presentation at the Lytham Partners Spring 2026 Investor Conference on May 28, 2026.

Jaguar Health has restructured parts of two royalty financings by issuing a new class of Series Q Perpetual Preferred Stock. On May 19, 2026 it issued 500 Series Q shares to Uptown Capital in exchange for a $12,500,000 reduction in the December 2020 royalty balance and 408 Series Q shares to Streeterville Capital in exchange for a combined $10,200,000 reduction in the August 2022 royalty balance.

The Series Q Preferred Stock has a $25,000 stated value per share, no cash dividends, and accrues a 10% annual return payable in additional Series Q shares. It carries voting rights on an as-converted basis, subject to a 9.99% voting cap and a separate 9.99% beneficial ownership cap. The company may exchange Series Q into common stock at the Minimum Price, subject to trading, Nasdaq and ownership constraints, and holders have priority in liquidation up to their stated value plus accrued return.

The Certificate of Designation also imposes extensive covenants limiting new equity raises above $15,000,000, new debt repayment to these holders, capital structure changes, asset sales, reverse splits and fundamental transactions without consent of required holders, and provides default remedies including forced redemption into common stock within exchange and ownership caps.

Jaguar Health, Inc. received a decision letter from a Nasdaq Hearings Panel granting a short extension to regain compliance with Nasdaq listing rules. The company recently cured a deficiency in the minimum 500,000 Publicly Held Shares requirement after third-party investors exercised existing pre-funded warrants.

The Panel reset the timeframe for Jaguar to meet the Nasdaq Bid Price Rule, requiring a closing bid price of at least $1.00 per share for 10 consecutive business days, extending the deadline from May 15, 2026 to May 18, 2026. Jaguar is working to meet these terms but notes that failure to do so would subject the company to delisting from Nasdaq.

Jaguar Health, Inc. reports an update on its Nasdaq listing compliance following a recent reverse stock split. A 1-for-35 reverse split on April 30, 2026 left the company with approximately 401,226 publicly held common shares, below Nasdaq’s 500,000 minimum for continued listing. After certain third-party investors exercised existing pre-funded warrants on May 4, 2026, Jaguar now has 513,974 common shares issued and outstanding and 513,939 publicly held shares. The company is awaiting formal Nasdaq staff confirmation that it meets the Publicly Held Shares Requirement, and it must still later demonstrate a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days under Nasdaq Listing Rule 5810(c)(3)(A).

Jaguar Health, Inc. reported that Nasdaq staff notified the company it is out of compliance with the exchange’s listing rules following a recent reverse stock split. After a 1-for-35 reverse split of its common stock effective April 30, 2026, the company has approximately 401,226 publicly held shares.

This falls below Nasdaq Listing Rule 5550(a)(4), which requires at least 500,000 publicly held shares, creating an additional basis for potential delisting from The Nasdaq Capital Market. Jaguar must present its views on this new deficiency to the Nasdaq Hearings Panel in writing by May 8, 2026.

Nasdaq staff also noted the company remains out of compliance with the minimum $1.00 bid price requirement. If Jaguar cannot cure the publicly held shares deficiency and then demonstrate a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, its securities may be delisted from Nasdaq.

Jaguar Health received a decision from the Nasdaq Hearings Panel allowing its shares to remain listed, provided it regains compliance with Nasdaq’s bid price rule. To do this, the company must achieve a closing bid of at least $1.00 per share for 10 consecutive business days on or before May 15, 2026.

To help reach this threshold, Jaguar is implementing a 1‑for‑35 reverse stock split of its common stock, effective April 30, 2026, with trading to continue on a split‑adjusted basis on The Nasdaq Capital Market under the symbol JAGX. Every 35 existing shares will convert into one share, with no change in par value and no fractional shares issued; cash will be paid instead of fractions.

The reverse split also proportionately adjusts outstanding options, warrants, and equity plan reserves, but does not change the total number of authorized common or preferred shares. The Panel will retain jurisdiction over Jaguar until September 1, 2026, and the company may be delisted if it fails to meet the bid price requirement or other Nasdaq rules.

Jaguar Health, Inc. increased its authorized share capacity following approval at a Special Meeting of stockholders held on April 20, 2026. Stockholders approved a Tenth Amendment to the company’s Third Amended and Restated Certificate of Incorporation to raise authorized voting common stock from 298,000,000 shares to 500,000,000 shares. The total number of shares the company is authorized to issue rose from 352,475,074 shares to 554,475,074 shares. The board approved this Authorized Share Increase and filed the Tenth Amendment with the Delaware Secretary of State, where it became effective immediately upon filing. All five proposals presented at the Special Meeting were approved, with 7,181,767 shares represented out of 12,419,277 shares entitled to vote as of the March 2, 2026 record date.

Jaguar Health, Inc. reports that it previously had a stockholders’ deficit of approximately $18.7 million as of December 31, 2025, which did not satisfy Nasdaq Listing Rule 5550(b)(1) requiring at least $2.5 million in stockholders’ equity.

The company now believes its stockholders’ equity as of April 7, 2026 exceeded $2.5 million, after a series of transactions. These include $16.0 million of non-dilutive capital under a License Agreement with Napo Pharmaceuticals, Woodward Specialty and Future Pak, $3.0 million received after termination of a buy-back provision, and approximately $1.0 million from Woodward’s purchase of existing product inventory under a Supply Agreement.

Additional items are $2.0 million to be received upon satisfaction of Third Party Replacement MSA Conditions, approximately $1.2 million to be received from Mytesi product sales under a Firm Order, about $0.2 million from earlier Mytesi net sales, roughly $0.2 million of grant revenue, and an approximate $3.4 million gain on partial extinguishment of debt owed to affiliates of Chicago Venture Partners, L.P. The company cautions that these are forward-looking statements subject to risks discussed in its 2025 Form 10-K.

Jaguar Health reported 2025 results showing slightly lower sales but much higher losses, while also securing new licensing cash. Net product revenue for the year was $11.5 million, down about 1.5% from 2024. Loss from operations widened to $45.9 million from $30.8 million, and net loss attributable to common stockholders grew to $53.6 million from $38.5 million. Non-GAAP EBITDA was a loss of $48.2 million, larger than the $36.0 million non-GAAP EBITDA loss in 2024. The company noted net revenue rose 5% in the fourth quarter versus the third quarter of 2025.

In January 2026, Jaguar received an upfront payment of $16 million in non-dilutive capital under a U.S. license agreement with Future Pak for its crofelemer drugs Mytesi and Canalevia-CA1, with an additional $2 million payable upon post-closing conditions and $3.0 million already received of up to $20 million in potential milestone and other future payments. The company plans to appeal Nasdaq’s March 5, 2026 noncompliance determination related to Nasdaq Listing Rule 5550(a)(2) at a hearing on April 7, 2026, and delisting is stayed pending the panel’s final decision.

Jaguar Health, Inc. reworked several financing arrangements with Uptown Capital and Streeterville Capital. The company postponed monthly royalty payments under two $12 million royalty interests from April 1, 2026 to July 1, 2026 and reduced each related Royalty Repayment Amount by ten percent, to $11,125,282.54 and $12,428,782.20. Jaguar and subsidiary Napo Pharmaceuticals also amended secured notes with Streeterville: the 2021 Note’s maturity was extended to July 1, 2026 and its Outstanding Balance cut ten percent to $6,596,304.11, while the 2025 Note’s maturity was extended to March 12, 2029 with an Outstanding Balance of $7,048,021.86. Napo granted Streeterville a security interest in specified Lechlemer and TDPRV collateral to secure the 2025 Note. In a separate warrant termination agreement, investors agreed to terminate warrants exercisable for 48,211 shares of Jaguar’s common stock.

Jaguar Health, Inc. reported that Nasdaq notified the company on March 5, 2026 that it is no longer in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price of its common stock has closed below $1.00 per share for the previous 30 consecutive business days.

Nasdaq also stated the company is not eligible for a standard compliance period because it effected one or more reverse stock splits over the prior two years with a cumulative ratio of at least 250-to-1. Unless Jaguar Health requests an appeal before a Nasdaq Hearings Panel by March 12, 2026, its securities would be scheduled for delisting.

Jaguar Health intends to timely request this appeal, which would automatically stay any further suspension or delisting action at least until the hearing process is concluded. The company cautions there can be no assurance that the Panel will grant continued listing or that it will regain and maintain compliance with Nasdaq’s standards.

Jaguar Health, Inc. detailed the terms of a special one-time dividend of its new Series O Convertible Preferred Stock, giving one-tenth of a Series O share for each common share and for common shares issuable under Eligible Warrants outstanding as of the March 2, 2026 record date. The company designated 1,557,000 shares of preferred stock as Series O, which carry no regular dividends and almost no voting rights. Each Series O share has a stated value of $8.01 and will convert into common stock based on a market-based conversion price, subject to a 19.99% beneficial ownership cap per holder. Jaguar may choose to convert all outstanding Series O before December 31, 2026, or they will automatically convert on that date, with any excess above the cap potentially delivered as pre-funded warrants exercisable at $0.001 per share.

Jaguar Health declared a special one-time stock dividend of Series O Convertible Preferred Stock, granting one-tenth of one Series O share for each share of common stock and for Eligible Warrants covering 2,400,765 common shares held on the March 2, 2026 record date. The dividend is expected to be paid on March 4, 2026. The Series O Preferred Stock is non-transferable, pays no dividends, has minimal liquidation preference, and carries almost no voting rights, but will convert into common stock at the company’s election or automatically on December 31, 2026 based on a market-linked conversion price, subject to a 19.99% beneficial ownership cap per holder. Jaguar’s risk disclosures highlight that full conversion of the Series O Preferred Stock and potential future exchanges of approximately $30 million of debt into common stock could result in substantial dilution and pressure on the share price. The company also warns of ongoing risks to maintaining its Nasdaq listing following multiple reverse stock splits and evolving listing standards.

Jaguar Health entered a series of privately negotiated exchange agreements with Iliad Research and Trading and Streeterville Capital, converting royalty and preferred stock obligations into pre-funded common stock warrants. The company issued pre-funded warrants to Iliad to purchase 1,553,844 shares in exchange for a $1,187,914.07 reduction of an October 2020 royalty interest and 1,111,837 shares to Streeterville for an $850,000 reduction of an August 2022 royalty interest. Jaguar also exchanged and cancelled Series L and Series M preferred stock held by both investors, issuing additional pre-funded warrants for 719,424, 3,249,908, 2,870,503 and 2,270,765 shares of common stock. All pre-funded warrants are immediately exercisable at $0.001 per share and include a 9.99% beneficial ownership cap, and were issued as unregistered securities relying on the Section 3(a)(9) exemption.

Jaguar Health, through its subsidiary Napo Pharmaceuticals, entered a major U.S. license and supply deal for its Mytesi and Canalevia products with Woodward Specialty, an affiliate of Future Pak. Napo granted the licensee exclusive rights to commercialize these products in the United States and will supply finished product under a separate supply agreement.

In return, Napo receives an upfront payment of $18 million, consisting of $16 million paid on January 12, 2026 and a $2 million holdback contingent on specified conditions by the six‑month anniversary of that date, plus potential milestone payments of up to $17 million tied to defined events. Future Pak provides limited guarantees of the licensee’s milestone and supply payment obligations. Starting after the fifth anniversary of the effective date, if Napo secures U.S. FDA approval for additional Mytesi indications and complies with the agreement, it has a unilateral option to buy back all licensed rights by making a contractually defined payment.

Jaguar Health, Inc. filed an amended current report to correct execution, closing, and report dates related to a recent financing agreement, and to replace prior exhibits with corrected versions. On January 6, 2026, the company entered into securities purchase agreements with two accredited investors and issued $350,000 aggregate principal amount of unsecured promissory notes, bearing interest at 6% per annum and maturing one month after issuance. The company may prepay the notes without penalty and plans to use the proceeds for working capital and general corporate purposes. As an inducement, the investors received warrants to purchase up to 350,000 shares of common stock at an initial exercise price of $1.00 per share, exercisable immediately and expiring after up to five years or upon certain corporate events. The securities were sold in a private placement relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

Jaguar Health, Inc. filed an amended current report to correct dates in a prior disclosure and to fully restate the terms of a recent financing. On January 6, 2026, the company entered into securities purchase agreements with two accredited investors and issued $350,000 aggregate principal amount of unsecured promissory notes, with proceeds to be used for working capital and other general corporate purposes. The notes bear 6% annual interest, mature one month after issuance, and may be prepaid without penalty. As an inducement, the investors also received warrants to purchase up to 350,000 shares of common stock at an initial exercise price of $1.00 per share, exercisable immediately and expiring upon the earliest of five years from issuance, a fundamental transaction, or a liquidation event.

Jaguar Health, Inc. entered into securities purchase agreements with two accredited investors, issuing $350,000 aggregate principal amount of unsecured promissory notes to raise funds for working capital and other general corporate purposes. The notes bear 6% annual interest and mature one month after issuance, and may be prepaid at any time without penalty.

As an inducement, the investors received warrants to purchase up to 350,000 shares of common stock at an initial exercise price of $1.00 per share, exercisable immediately and expiring on the earlier of five years from issuance, a fundamental transaction, or a liquidation event. The securities were issued in a private offering relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

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.

Jaguar Health, Inc. entered into new amendments to three existing royalty interest agreements, each with an original principal amount of $12 million. Beginning on April 1, 2026, the monthly royalty payment under each agreement must be the greater of $750,000 or the royalty amount otherwise owed for that month, increasing the company’s fixed payment obligation to its investors Iliad, Uptown, and Streeterville.

Jaguar and its subsidiary Napo Pharmaceuticals also amended a secured promissory note with an original principal amount of $6,220,812.50, extending its maturity date to April 1, 2026, which delays required repayment. In a separate exchange, Jaguar issued 361,271 shares of common stock in a private transaction to Streeterville in exchange for 25 shares of its Series M Preferred Stock, which were then cancelled, simplifying part of its capital structure.

Jaguar Health entered a secured financing with Streeterville Capital, issuing a $10,810,000 promissory note at 8.00% interest. The note includes an $800,000 original issue discount and $10,000 in transaction costs, both included in principal. At closing, Streeterville paid $2,000,000 to Jaguar and placed $8,000,000 into a controlled deposit account at Lakeside Bank held by a new subsidiary, JAGX Holdings, LLC.

The note matures in 36 months, is prepayable, and requires mandatory prepayments equal to 25% of Upfront Licensing Fees from any IP Transaction, capped at the then-outstanding balance. Starting on the 12‑month anniversary, the lender may redeem up to $600,000 plus accrued interest per month, payable in cash within two trading days.

Obligations are secured by the deposit account, a subsidiary guaranty, and a pledge of all JAGX Holdings membership interests. Covenants limit variable‑price and certain convertible financings, new liens, and subsidiary equity or debt without consent. Trigger Events can increase the note balance by 15% (Major) or 5% (Minor), up to three times each, with Events of Default permitting acceleration and default interest up to 18% simple interest.

Jaguar Health, Inc. entered into a privately negotiated exchange with a holder of a royalty interest. The company issued 286,532 shares of common stock in exchange for a $600,000 reduction in the outstanding balance of that royalty interest, effectively using equity to reduce this obligation.

The common shares were issued without registration under the Securities Act, relying on the exemption provided by Section 3(a)(9), which allows exchanges of securities with existing holders. The terms of the exchange follow a previously used form of Exchange Agreement that the company had filed in an earlier quarterly report.

Jaguar Health, Inc. entered into a private placement with Brown Stone Capital Limited to issue securities on September 28, 2025. The company agreed to sell 161,583 shares of voting common stock and 479,442 pre-funded warrants exercisable for common stock. The Securities were offered under Rule 506 of Regulation D to an accredited investor. The filing includes a Securities Purchase Agreement and a Pre-Funded Warrant dated September 28, 2025, and is signed by CEO Lisa A. Conte on behalf of Jaguar Health.

Jaguar Health, Inc. filed an 8-K reporting a material event and attached corporate documents. The filing includes a Certificate of Designation of Preferences, Rights and Limitations of Series N Perpetual Preferred Stock, a Form of Securities Purchase Agreements, and an embedded Cover Page Interactive Data File within the inline XBRL document. The text defines a "Fundamental Transaction" to include transactions such as a sale, merger, consolidation, transfer of substantially all assets, sale or spin-off of subsidiaries, or any transaction where another person/group acquires more than 50% of outstanding common stock. The filing is signed by Lisa A. Conte, Chief Executive Officer & President and dated September 11, 2025.

Jaguar Health, Inc. held its 2025 Annual Meeting of Stockholders on August 19, 2025, where all seven proposals put to a vote were approved. The proposals were previously described in the company’s proxy statement.

Stockholders elected three directors to the board: James J. Bochnowski received 359,092 votes for and 21,757 withheld, Lisa A. Conte received 357,147 votes for and 23,702 withheld, and Jonathan B. Siegel received 361,236 votes for and 19,613 withheld; each director election had 425,060 broker non-votes. One proposal received 778,506 votes for, 13,484 against, and 13,919 abstentions, while several others each received over 321,000 votes for with 425,060 broker non-votes. The company also issued a press release summarizing these results, furnished as an exhibit.

Jaguar Health, Inc. announced a Sixth Amendment to its At-The-Market (ATM) Offering Agreement that extends Lucid Capital Markets, LLC's role as a Manager under the agreement. The amendment extends Lucid's term retrospectively from June 30, 2025 to December 31, 2025, unless the parties agree to a further extension.

The amendment clarifies that if the agreement is not otherwise amended or extended, Ladenburg Thalmann & Co. Inc. will remain as the sole Manager after December 31, 2025. The company also filed a prospectus supplement (referencing the May 23, 2024 supplement and May 1, 2024 prospectus) relating to the amendment, and attached the full amendment as Exhibit 10.1.