Jaguar Health, Inc. SEC Filings

Jaguar Health declared a special one-time stock dividend of Series O Convertible Preferred Stock, granting one-tenth of one Series O share for each share of common stock and for Eligible Warrants covering 2,400,765 common shares held on the March 2, 2026 record date. The dividend is expected to be paid on March 4, 2026. The Series O Preferred Stock is non-transferable, pays no dividends, has minimal liquidation preference, and carries almost no voting rights, but will convert into common stock at the company’s election or automatically on December 31, 2026 based on a market-linked conversion price, subject to a 19.99% beneficial ownership cap per holder. Jaguar’s risk disclosures highlight that full conversion of the Series O Preferred Stock and potential future exchanges of approximately $30 million of debt into common stock could result in substantial dilution and pressure on the share price. The company also warns of ongoing risks to maintaining its Nasdaq listing following multiple reverse stock splits and evolving listing standards.

Lincoln Alternative Strategies LLC has filed an amended Schedule 13G reporting that it no longer beneficially owns any common stock of Jaguar Health, Inc. The firm now reports ownership of 0 shares, representing 0% of the outstanding common stock as of the event date January 12, 2026.

The filing states Lincoln Alternative Strategies has no sole or shared voting or dispositive power over Jaguar Health shares and confirms its holdings are below the 5% reporting threshold. It also certifies that any securities previously held were not acquired or held for the purpose of influencing control of Jaguar Health.

Jaguar Health entered a series of privately negotiated exchange agreements with Iliad Research and Trading and Streeterville Capital, converting royalty and preferred stock obligations into pre-funded common stock warrants. The company issued pre-funded warrants to Iliad to purchase 1,553,844 shares in exchange for a $1,187,914.07 reduction of an October 2020 royalty interest and 1,111,837 shares to Streeterville for an $850,000 reduction of an August 2022 royalty interest. Jaguar also exchanged and cancelled Series L and Series M preferred stock held by both investors, issuing additional pre-funded warrants for 719,424, 3,249,908, 2,870,503 and 2,270,765 shares of common stock. All pre-funded warrants are immediately exercisable at $0.001 per share and include a 9.99% beneficial ownership cap, and were issued as unregistered securities relying on the Section 3(a)(9) exemption.

Jaguar Health, Inc. reported an equity compensation award to executive Steven R. King, who serves as Chief of Sustainable Supply, Ethnobotanical Research and Intellectual Property and Secretary. On December 11, 2025, he was granted 11,740 shares of common stock, bringing his directly held common stock to 11,885 shares. These shares reflect restricted stock units granted under the company’s 2014 Stock Incentive Plan and are scheduled to vest on December 11, 2026, with shares delivered on the vesting date.

On the same date, King also received a stock option for 11,740 shares of common stock with an exercise price of $1.44 per share, expiring on December 11, 2035. The option vests in equal monthly installments over 12 months from the grant date, contingent on his continued employment. Both the restricted stock units and options were approved by the board of directors as part of the company’s stock incentive program, and were reported as directly owned.

Jaguar Health, Inc. reported an equity compensation grant to Chief Executive Officer and President Lisa A. Conte, who is also a director. On December 11, 2025, she received 28,592 restricted stock units of common stock at a price of $0, increasing her directly owned common shares to 29,258. Each unit represents one share and will vest on December 11, 2026, with shares delivered on that date.

On the same date, she was granted stock options for 28,592 shares of common stock with an exercise price of $1.44 per share, expiring on December 11, 2035. These options vest ratably on a monthly basis over 12 months from the grant date, contingent on her continued employment, and were issued under the company’s 2014 Stock Incentive Plan.

Jaguar Health, Inc. reported an equity award to officer Jonathan S. Wolin, who serves as Chief of Staff, Chief Compliance Officer and General Counsel. On December 11, 2025, he received 11,740 shares of common stock in the form of restricted stock units at a price of $0, granted under the company’s 2014 Stock Incentive Plan. These restricted stock units each represent one share of voting common stock and are scheduled to vest on December 11, 2026, with shares delivered on the vesting date as provided in the grant notice.

On the same date, he was also granted a stock option for 11,740 shares of common stock with an exercise price of $1.44 per share, expiring on December 11, 2035. The option vests ratably on a monthly basis over 12 months from the grant date, contingent on his continued employment. After these grants, he directly beneficially owned 11,938 shares of common stock and options covering 11,740 shares.

Jaguar Health, through its subsidiary Napo Pharmaceuticals, entered a major U.S. license and supply deal for its Mytesi and Canalevia products with Woodward Specialty, an affiliate of Future Pak. Napo granted the licensee exclusive rights to commercialize these products in the United States and will supply finished product under a separate supply agreement.

In return, Napo receives an upfront payment of $18 million, consisting of $16 million paid on January 12, 2026 and a $2 million holdback contingent on specified conditions by the six‑month anniversary of that date, plus potential milestone payments of up to $17 million tied to defined events. Future Pak provides limited guarantees of the licensee’s milestone and supply payment obligations. Starting after the fifth anniversary of the effective date, if Napo secures U.S. FDA approval for additional Mytesi indications and complies with the agreement, it has a unilateral option to buy back all licensed rights by making a contractually defined payment.

Jaguar Health, Inc. filed an amended current report to correct execution, closing, and report dates related to a recent financing agreement, and to replace prior exhibits with corrected versions. On January 6, 2026, the company entered into securities purchase agreements with two accredited investors and issued $350,000 aggregate principal amount of unsecured promissory notes, bearing interest at 6% per annum and maturing one month after issuance. The company may prepay the notes without penalty and plans to use the proceeds for working capital and general corporate purposes. As an inducement, the investors received warrants to purchase up to 350,000 shares of common stock at an initial exercise price of $1.00 per share, exercisable immediately and expiring after up to five years or upon certain corporate events. The securities were sold in a private placement relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

Jaguar Health, Inc. filed an amended current report to correct dates in a prior disclosure and to fully restate the terms of a recent financing. On January 6, 2026, the company entered into securities purchase agreements with two accredited investors and issued $350,000 aggregate principal amount of unsecured promissory notes, with proceeds to be used for working capital and other general corporate purposes. The notes bear 6% annual interest, mature one month after issuance, and may be prepaid without penalty. As an inducement, the investors also received warrants to purchase up to 350,000 shares of common stock at an initial exercise price of $1.00 per share, exercisable immediately and expiring upon the earliest of five years from issuance, a fundamental transaction, or a liquidation event.