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Jaguar Health has filed a prospectus supplement (No. 5) to amend its At-The-Market (ATM) offering program. The key updates include:
Key Details:
- Maximum offering reduced to $3,378,239 worth of common stock shares
- Current stock price: $2.71 per share (as of June 26, 2025)
- Trading symbol: JAGX on Nasdaq
- Non-affiliate market value: approximately $19.0 million (1,463,644 shares at $12.98)
The company has become subject to Form S-3's General Instruction I.B.6 limitations as of March 31, 2025. They have already sold approximately $2.95 million worth of shares in the prior 12-month period. The ATM program is being conducted through Ladenburg Thalmann & Co. and Lucid Capital Markets as sales agents, with all other terms remaining unchanged from the original agreement.
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.
Director James J. Bochnowski of Jaguar Health (JAGX) reported significant changes in derivative securities holdings on June 24, 2025. The transactions involved the restructuring of convertible debt and issuance of new warrants:
- Disposed of an existing 6% convertible promissory note (27,002 shares at $5.555 conversion price) maturing June 30, 2025
- Acquired a new 6% convertible promissory note (28,388 shares at $5.555 conversion price) maturing January 30, 2026
- Received a warrant to purchase 54,786 shares at $2.70 per share, exercisable upon stockholder approval and expiring December 24, 2026
All securities are held indirectly through the Bochnowski Family Trust, where Mr. Bochnowski serves as co-trustee with shared voting and investment control. The exchange was part of an issuer exchange offer, effectively extending the debt maturity by 7 months while providing additional warrant coverage as an inducement.
Steven R. King, Chief of Sustainable Supply, Ethnobotanical Research and IP and Secretary of Jaguar Health (JAGX), reported significant changes in derivative securities holdings on June 24, 2025:
- Disposed of an existing 6% convertible promissory note (Original Note) maturing 6/30/2025
- Acquired a new 6% convertible promissory note (New Note) maturing 1/30/2026, convertible to 3,785 shares at $5.555 per share
- Received a warrant as inducement for the exchange, allowing purchase of 7,304 shares at $2.70 per share
The warrant becomes exercisable upon stockholder approval and expires in 18 months (12/24/2026) or earlier upon fundamental transaction/liquidation events. This exchange effectively extends the maturity of King's convertible note position while providing additional equity exposure through the warrant.
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.
Jonathan S. Wolin, Chief of Staff, Chief Compliance Officer and General Counsel of Jaguar Health (JAGX), reported significant changes in derivative securities holdings on June 24, 2025:
- Disposed of an existing 6% convertible promissory note due 6/30/2025 (Original Note) in exchange for a new note through an issuer exchange offer
- Received a new 6% convertible promissory note maturing 1/30/2026, convertible into 9,462 shares of common stock at $5.555 per share
- As inducement, received a warrant to purchase 18,262 shares at $2.70 per share, exercisable upon stockholder approval and expiring after 18 months
This transaction represents a restructuring of the executive's convertible debt holdings, extending the maturity date by 7 months and providing additional equity exposure through warrants. The new note's conversion terms and warrant structure suggest potential upside participation in the company's future performance.
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.
Jaguar Health, Inc. (Nasdaq: JAGX) filed a Form S-3 shelf registration statement dated June 20, 2025. The filing registers up to 507,390 shares of common stock for resale by existing security holders: (i) 492,612 shares underlying outstanding common warrants and (ii) 14,778 shares underlying placement-agent warrants issued in a May 22, 2025 private placement.
Key warrant terms:
- Common Warrants: exercisable immediately at $5.84 per share; expiration is the earlier of 24 months from issuance, a fundamental transaction, or a liquidation event.
- Placement-Agent Warrants: exercisable immediately at $7.6125 per share; same maturity framework as the common warrants.
The company qualifies as a non-accelerated filer and a smaller reporting company; it is not an emerging-growth company. Jaguar will receive no proceeds from stockholder resales, but will obtain cash only upon warrant exercise. The last reported Nasdaq closing price on June 18, 2025 was $2.78—well below both exercise prices—so immediate exercise is unlikely absent a price increase.
The prospectus highlights the company’s commercial focus on plant-based gastrointestinal therapeutics, including crofelemer (Phase 3 OnTarget study) and the recently in-licensed Gelclair product. Investors are directed to the company’s Form 10-K for the year ended December 31, 2024 (filed March 31 and amended April 15, 2025) for a full risk discussion.
Use of proceeds: none from resales; potential, unspecified proceeds from future cash exercises of the warrants.
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