Jaguar Health Executive Bets on Future Growth with Extended Convertible Note Deal

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Jaguar Health's Chief Scientific Officer Pravin R. Chaturvedi 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 (3,600 shares at $5.555 conversion price) maturing June 30, 2025
Acquired new 6% convertible promissory note (3,785 shares at $5.555 conversion price) maturing January 30, 2026
Received warrant to purchase 7,304 shares at $2.70 exercise price as inducement for exchange

The warrant is exercisable upon stockholder approval and expires the earlier of: 18 months from issuance, fundamental transaction completion, or liquidation event. Both notes have principal value of $20,000. This exchange effectively extends the debt maturity while providing additional equity upside through warrants.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Chaturvedi Pravin R

Role Chief Scientific Officer

Type	Security	Shares	Price	Value
Disposition	Convertible Promissory Note	3,600	$20,000.00	$72.00M
Grant/Award	Convertible Promissory Note	3,785	$20,000.00	$75.70M
Grant/Award	Warrant to Purchase Common Stock	7,304	$0.00	--

Holdings After Transaction: Convertible Promissory Note — 0 shares (Direct); Warrant to Purchase Common Stock — 3,600 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 3,785 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 7,304 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 - 04:34 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^*

Chaturvedi Pravin R

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

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			3,600	⁽¹⁾	⁽¹⁾	Common Stock	3,600	$20,000⁽¹⁾	0	D
Convertible Promissory Note	$5.555	06/24/2025		A		3,785		⁽¹⁾	⁽¹⁾	Common Stock	3,785	$20,000⁽¹⁾	3,785	D
Warrant to Purchase Common Stock	$2.7	06/24/2025		A		7,304		⁽²⁾	12/24/2026	Common Stock	7,304	⁽²⁾	3,600	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 3,785 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 7,304 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/ Jonathan Wolin, Attorney-in-Fact	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 transaction did JAGX's Chief Scientific Officer Pravin Chaturvedi report on June 24, 2025?

Pravin Chaturvedi exchanged his original 6% convertible promissory note for a new note and received additional warrants. Specifically, he exchanged a note convertible to 3,600 shares for a new note convertible to 3,785 shares maturing January 30, 2026, and received warrants to purchase 7,304 shares at $2.70 per share.

What is the conversion price of JAGX's new convertible note issued to Pravin Chaturvedi?

The new convertible promissory note issued to Pravin Chaturvedi has a conversion price of $5.555 per share of JAGX common stock.

What are the terms of the new warrants issued to JAGX's Chief Scientific Officer?

The warrants allow purchase of 7,304 shares of JAGX common stock at $2.70 per share. They become exercisable upon stockholder approval and expire at the earlier of: 18 months from issuance (December 24, 2026), the completion of a fundamental transaction, or a liquidation event.

How did the maturity date change for JAGX's convertible note in the exchange?

The original convertible note had a maturity date of June 30, 2025, while the new note extends the maturity to January 30, 2026, effectively extending the term by 7 months.