Jaguar Health (NASDAQ: JAGX) notifies SEC of late 10-K; will file within 15 days

Rhea-AI Filing Summary

Jaguar Health, Inc. notified the SEC that it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 due to delays compiling material subsequent-event information. The company states it will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date.

Key Figures

Fiscal period end: December 31, 2025 Extension window: 15 calendar days Contact phone: 415-371-8300

3 metrics

Fiscal period end December 31, 2025 Form 10-K fiscal year end

Extension window 15 calendar days Maximum filing delay under Rule 12b-25 for annual reports

Contact phone 415-371-8300 Contact for notification (Carol Lizak)

Key Terms

Rule 12b-25, Form 10-K, subsequent event

3 terms

Rule 12b-25 regulatory

"could not be filed within the prescribed time period"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K financial

"could not complete the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

subsequent event financial

"including significant and material subsequent event transactions"

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR
		For Period Ended: December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Jaguar Health, Inc.

Full Name of Registrant

Former Name if Applicable

200 Pine Street, Suite 400

Address of Principal Executive Office (Street and Number)

San Francisco, CA 94104

City, State and Zip Code

SEC 1344 (01-19) Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

Board of Governors of the Federal Reserve System   OMB Number 7100-0091    Approval expires August 31, 2026

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☑		(a)		The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant could not complete the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) due to a delay in obtaining and compiling information required to be included in the Form 10-K including significant and material subsequent event transactions, which delay could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Registrant will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Carol Lizak

415

371-8300

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Jaguar Health, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date  April 1, 2026 By  /s/ Carol Lizak

FAQ

Why did Jaguar Health (JAGX) file a Form 12b-25?

Jaguar Health filed Form 12b-25 to notify the SEC of a late Form 10-K filing. The company cites delays in obtaining and compiling material subsequent-event information and states the delay could not be eliminated without unreasonable effort or expense.

When will JAGX file its annual report for the year ended December 31, 2025?

Jaguar Health will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. The notification explicitly commits to that 15-calendar-day window under Rule 12b-25.

Does this Form 12b-25 indicate Jaguar Health missed other filings in the past 12 months?

The notification includes a checkbox about prior filings; the form does not identify any missed periodic reports. The excerpt presents the standard question but does not list any prior missing reports.

Will Jaguar Health report a significant change in results of operations in the delayed 10-K?

The Form 12b-25 asks whether significant changes are anticipated; the excerpt shows the question but does not include an affirmative explanation or quantitative estimate in the provided text.

Who can be contacted about Jaguar Health's late filing?

The contact listed is Carol Lizak with phone number 415-371-8300. This is the designated person for inquiries regarding the Form 12b-25 notification.