Jaguar Health CEO Shows Confidence: Extends Note Terms and Receives New Stock Options

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lisa A. Conte, CEO, President and Director of Jaguar Health (JAGX), reported significant changes in derivative securities holdings on June 24, 2025. The transactions involved restructuring of convertible debt and issuance of new warrants:

Disposed of original 6% convertible promissory note (9,000 shares at $5.555 conversion price) maturing June 30, 2025
Acquired new 6% convertible promissory note (9,462 shares at $5.555 conversion price) maturing January 30, 2026
Received warrant to purchase 18,262 common shares at $2.70 exercise price, expiring December 24, 2026

The exchange was part of an issuer exchange offer, extending the maturity of the convertible debt by 7 months. The warrant was issued as an inducement and becomes exercisable upon stockholder approval. The transaction indicates potential debt restructuring efforts by the company while providing the executive with additional equity participation opportunities.

Positive

None.

Negative

CEO Lisa Conte exchanged existing convertible note for new note with extended maturity and received additional warrants, potentially indicating company's need to restructure short-term debt obligations

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CONTE LISA A

Role CEO and President

Type	Security	Shares	Price	Value
Disposition	Convertible Promissory Note	9,000	$50,000.00	$450.00M
Grant/Award	Convertible Promissory Note	9,462	$50,000.00	$473.10M
Grant/Award	Warrant to Purchase Common Stock	18,262	$0.00	--

Holdings After Transaction: Convertible Promissory Note — 0 shares (Direct); Warrant to Purchase Common Stock — 9,000 shares (Direct)

Footnotes (1)

The reporting person disposed of a 6% convertible promissory note maturing on 6/30/2025 (the "Original Note") that was originally issued to pursuant to a securities purchase agreement between Jaguar Health, Inc. (the "Company") and the reporting person dated March 26, 2025 in exchange for a new 6% convertible promissory note that matures on 1/30/2026 (the "New Note") in an issuer exchange offer. The New Note is convertible, at the reporting person's option, in part or in full, into an aggregate of 9,462 shares of the Company's voting common stock, par value $0.0001 per share (the "Common Stock"), at a conversion price of $5.555 per share. As an inducement to enter into the issuer exchange offer, the reporting person received a warrant (the "Warrant") to purchase up to 18,262 shares of Common Stock with an exercise price of $2.70 per share. The Warrant is exercisable immediately upon receipt of stockholder approval and will expire on the earlier of (i) 18 months from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event.

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Form 4 Insider Transactions: What Each Field Means →

06/26/2025 - 04:30 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CONTE LISA A

(Last)

(First)

(Middle)

C/O JAGUAR HEALTH, INC.

200 PINE STREET, SUITE 400

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jaguar Health, Inc. [ JAGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$5.555	06/24/2025		D			9,000	⁽¹⁾	⁽¹⁾	Common Stock	9,000	$50,000⁽¹⁾	0	D
Convertible Promissory Note	$5.555	06/24/2025		A		9,462		⁽¹⁾	⁽¹⁾	Common Stock	9,462	$50,000⁽¹⁾	9,462	D
Warrant to Purchase Common Stock	$2.7	06/24/2025		A		18,262		⁽²⁾	12/24/2026	Common Stock	18,262	⁽²⁾	9,000	D

Explanation of Responses:

1. The reporting person disposed of a 6% convertible promissory note maturing on 6/30/2025 (the "Original Note") that was originally issued to pursuant to a securities purchase agreement between Jaguar Health, Inc. (the "Company") and the reporting person dated March 26, 2025 in exchange for a new 6% convertible promissory note that matures on 1/30/2026 (the "New Note") in an issuer exchange offer. The New Note is convertible, at the reporting person's option, in part or in full, into an aggregate of 9,462 shares of the Company's voting common stock, par value $0.0001 per share (the "Common Stock"), at a conversion price of $5.555 per share.

2. As an inducement to enter into the issuer exchange offer, the reporting person received a warrant (the "Warrant") to purchase up to 18,262 shares of Common Stock with an exercise price of $2.70 per share. The Warrant is exercisable immediately upon receipt of stockholder approval and will expire on the earlier of (i) 18 months from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event.

	/s/ Lisa A Conte	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider trading activity occurred at JAGX on June 24, 2025?

CEO and President Lisa A. Conte exchanged her existing 6% convertible promissory note for a new note and received additional warrants. She disposed of a note convertible to 9,000 shares and received a new note convertible to 9,462 shares, plus warrants to purchase 18,262 shares at $2.70 per share.

What is the conversion price of JAGX CEO's new promissory note?

The new 6% convertible promissory note has a conversion price of $5.555 per share, allowing for conversion into 9,462 shares of JAGX common stock.

When do JAGX CEO Lisa Conte's new warrants expire?

The warrants expire on December 24, 2026 (18 months from issuance) or earlier if there is either a fundamental transaction or liquidation event. The warrants become exercisable immediately upon receiving stockholder approval.

What was the maturity date extension for JAGX CEO's convertible note?

Through the exchange, the maturity date was extended from June 30, 2025 (Original Note) to January 30, 2026 (New Note), representing a 7-month extension.

What is the exercise price of the new warrants issued to JAGX's CEO?

The warrants were issued with an exercise price of $2.70 per share for up to 18,262 shares of common stock, given as an inducement for participating in the issuer exchange offer.