[D] Jaguar Health, Inc. SEC Filing

Rhea-AI Filing Summary

Jaguar Health, Inc. filed a Form D notice reporting a Regulation D exempt offering under Rule 506(b) for equity and related option/warrant securities. The filing lists a total offering amount of $1,000,000, with $1,000,000 sold and $0 remaining, indicating the offering has been fully sold. The notice records one investor as having invested and states the issuer accepts a minimum investment of $0. No sales commissions or finders’ fees were paid or estimated, and no proceeds were allocated to executive officers or directors. The filing identifies the issuer as a Delaware corporation with principal offices in San Francisco, California and is signed by Lisa A. Conte, President & CEO on 2025-10-10.

Positive

• Full subscription of offering: $1,000,000 reported sold with $0 remaining
• No sales commissions or finder’s fees: $0 in commissions and finders fees reported
• No related-party payments from proceeds: $0 allocated to executives or directors

Negative

• Concentrated investor base: only 1 investor reported, suggesting concentration risk
• No disclosure of proceeds use: filing does not specify how the $1,000,000 will be or was deployed

Insights

Securities Attorney

TL;DR: A completed $1,000,000 Rule 506(b) equity offering was reported with no commissions or related-party payments disclosed.

The filing shows reliance on Rule 506(b), which permits private placements without general solicitation provided investor suitability is met. Reporting $1,000,000 sold and $0 remaining signals the offering closed or all offered securities were subscribed.

Key legal dependencies include continuing adherence to Rule 506(b) resale restrictions and accurate investor accreditation records. Confirmatory records and investor representation letters should be maintained; state notice compliance may still apply despite NSMIA limits.

Corporate Finance Officer

TL;DR: The company raised $1,000,000 through equity/options with no fees and no related-party payments reported, modestly improving liquidity if proceeds were received.

The statement that $1,000,000 was sold with $0 remaining implies full subscription; the filing lists one investor, which may reflect a single purchaser or an aggregated investor vehicle. No commissions or finders’ fees reduces issuance costs.

Material items to track are actual cash receipts versus subscriptions, timing of availability for corporate use, and how proceeds were deployed against working capital needs in the near term.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001585608

Jaguar Animal Health, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Jaguar Health, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Jaguar Health, Inc.
Street Address 1		Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
San Francisco	CALIFORNIA	94104	415-371-8300

3. Related Persons

Last Name	First Name	Middle Name
Conte	Lisa
Street Address 1	Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode
San Francisco	CALIFORNIA	94104

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lizak	Carol
Street Address 1	Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode
San Francisco	CALIFORNIA	94104

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
King	Steven
Street Address 1	Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode
San Francisco	CALIFORNIA	94104

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wolin	Jonathan
Street Address 1	Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode
San Francisco	CALIFORNIA	94104

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bochnowski	James
Street Address 1	Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode
San Francisco	CALIFORNIA	94104

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Micek III	John
Street Address 1	Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode
San Francisco	CALIFORNIA	94104

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jayasuriya	Anula
Street Address 1	Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode
San Francisco	CALIFORNIA	94104

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Siegel	Jonathan
Street Address 1	Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode
San Francisco	CALIFORNIA	94104

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chaturvedi	Pravin
Street Address 1	Street Address 2
200 Pine St., Ste 400
City	State/Province/Country	ZIP/PostalCode
San Francisco	CALIFORNIA	94104

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-28				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,000,000	USD	or Indefinite
Total Amount Sold	$1,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Jaguar Health, Inc.	/s/ Lisa A. Conte	Lisa A. Conte	President & CEO	2025-10-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Jaguar Health, Inc. (JAGX) raise in the Form D filing?

The filing reports $1,000,000 sold with $0 remaining.

Under which exemption was the JAGX offering made?

The offering relied on Rule 506(b) of Regulation D.

What types of securities were offered in the JAGX offering?

The issuer offered equity and options/warrants or other rights to acquire securities.

Were any sales commissions or finders’ fees paid for the JAGX offering?

No. The filing reports Sales Commissions: $0 and Finders' Fees: $0.

How many investors participated in the JAGX offering?

The filing lists a total of 1 investor who already invested.

Did Jaguar Health report any proceeds paid to executives or directors?

No. The filing indicates $0 of the gross proceeds was used for payments to named executive officers or directors.