Jaguar Health Inc SEC Filings

Jaguar Health, Inc. (Nasdaq: JAGX) has filed a Rule 424(b)(3) resale prospectus covering 507,390 shares of common stock that may be issued upon exercise of recently issued private-placement warrants. The registration allows the selling stockholders to freely resell: (i) 492,612 shares underlying common warrants priced at $5.84 per share and (ii) 14,778 shares underlying placement-agent warrants priced at $7.6125 per share. All warrants are immediately exercisable and expire on the earlier of (a) 24 months from the May 22 2025 issuance date, (b) a fundamental transaction, or (c) a liquidation event.

The company will receive no proceeds from secondary sales, but would collect up to roughly $3 million in gross proceeds if all warrants are exercised for cash. At the June 26 2025 closing price of $2.71, the warrants are out of the money, making near-term exercise unlikely and limiting immediate cash inflow. Nevertheless, the filing removes resale restrictions and may create an overhang on the stock once prices approach the exercise levels.

Investors should weigh the potential dilution of approximately 507 k shares against the modest, conditional capital infusion and review the company’s previously disclosed risk factors for additional context.

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.