STOCK TITAN
  1. Home
  2. Sec-filings
  3. JAGX
  4. [Form 4] Jaguar Health, Inc. Insider Trading Activity

Jaguar Health Insider Gains Favorable Terms in Debt-to-Equity Conversion Plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 Filing: Insider Trading Activity for Jaguar Health (JAGX) reports significant changes in derivative securities holdings by Director Jonathan B. Siegel through JBS Healthcare Ventures LLC on June 24, 2025.

Key transactions include:

  • Disposition of original 6% convertible promissory note (9,000 shares at $5.555 conversion price, maturing 6/30/2025)
  • Acquisition of new 6% convertible promissory note (9,462 shares at $5.555 conversion price, maturing 1/30/2026)
  • Receipt of warrant to purchase 18,262 common shares at $2.70 exercise price, expiring 12/24/2026

The exchange was part of an issuer exchange offer, with the warrant serving as an inducement. The warrant becomes exercisable upon stockholder approval. All securities are held indirectly through JBS Healthcare Ventures LLC, where Siegel serves as sole member.

Positive

  • None.

Negative

  • None.
Insider Siegel Jonathan B.
Role Director
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 $0.00
Holdings After Transaction: Convertible Promissory Note — 9,462 shares (Indirect, See footnote); Warrant to Purchase Common Stock — 9,000 shares (Indirect, See footnote)
Footnotes (3)
  1. F1. 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. F2. 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.
  3. F3. Securities held directly by JBS Healthcare Ventures LLC. Mr. Siegel, by virtue of his position as the sole member of JBS Healthcare Ventures LLC, may be deemed to beneficially own the securities held by JBS Healthcare Ventures LLC for purposes of Section 16

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did JAGX director Jonathan Siegel report on June 24, 2025?
Jonathan Siegel exchanged his original 6% convertible promissory note for a new note and received additional warrants. He disposed of the original note that was convertible to 9,000 shares and received a new note convertible to 9,462 shares at $5.555 per share, plus warrants to purchase 18,262 shares at $2.70 per share.

What are the terms of JAGX's new convertible note issued to Jonathan Siegel?
The new 6% convertible promissory note matures on January 30, 2026, and is convertible into 9,462 shares of JAGX common stock at a conversion price of $5.555 per share. This note was issued in exchange for an original note that was due to mature on June 30, 2025.

What warrants did JAGX issue to Jonathan Siegel as part of the exchange offer?
As an inducement for the exchange offer, JAGX issued warrants to purchase 18,262 shares of common stock at an exercise price of $2.70 per share. The warrants become exercisable upon stockholder approval and expire after 18 months from issuance (December 24, 2026), or earlier upon certain fundamental transactions.

How does Jonathan Siegel hold his beneficial ownership in JAGX?
Jonathan Siegel holds his beneficial ownership in JAGX indirectly through JBS Healthcare Ventures LLC, where he serves as the sole member. As the sole member, he is deemed to beneficially own all securities held by JBS Healthcare Ventures LLC for Section 16 purposes.
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*
Siegel Jonathan B.
(Last) (First) (Middle)
C/O JAGUAR HEALTH, INC.
200 PINE STREET, SUITE 400
(Street)
SAN FRANCISCO CA 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
Officer (give title below) Other (specify below)
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note $5.555 06/24/2025 D 9,000 (1) (1) Common Stock 9,000 $50,000(1) 0 I See footnote(3)
Convertible Promissory Note $5.555 06/24/2025 A 9,462 (1) (1) Common Stock 9,462 $50,000(1) 9,462 I See footnote(3)
Warrant to Purchase Common Stock $2.7 06/24/2025 A 18,262 (2) 12/24/2026 Common Stock 18,262 (2) 9,000 I See footnote(3)
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.
3. Securities held directly by JBS Healthcare Ventures LLC. Mr. Siegel, by virtue of his position as the sole member of JBS Healthcare Ventures LLC, may be deemed to beneficially own the securities held by JBS Healthcare Ventures LLC for purposes of Section 16
/s/ Jonathan B. Siegel 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