Jaguar Health Files 8-K: Agreements, Obligations, Equity Sales
Ticker: JAGX · Form: 8-K · Filed: 2025-11-19T00:00:00.000Z
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
Related Tickers: JAGX
TL;DR
Jaguar Health (JAGX) filed an 8-K detailing new agreements, financial obligations, and equity sales.
AI Summary
On November 17, 2025, Jaguar Health, Inc. entered into a material definitive agreement. The company also incurred a direct financial obligation or an obligation under an off-balance sheet arrangement. Additionally, the filing indicates unregistered sales of equity securities and includes financial statements and exhibits.
Why It Matters
This 8-K filing signals significant corporate actions by Jaguar Health, including new agreements, financial obligations, and equity transactions, which could impact its financial standing and stock performance.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.
Key Players & Entities
- Jaguar Health, Inc. (company) — Registrant
- November 17, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 200 Pine Street Suite 400 (address) — Principal Executive Offices
- San Francisco, California (location) — Principal Executive Offices City and State
- 94104 (zip_code) — Principal Executive Offices Zip Code
FAQ
What type of material definitive agreement did Jaguar Health, Inc. enter into?
The filing states that Jaguar Health, Inc. entered into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.
What is the nature of the direct financial obligation or off-balance sheet arrangement?
The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics are not detailed in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on November 17, 2025.
What is the company's principal executive office address?
The company's principal executive office is located at 200 Pine Street Suite 400, San Francisco, California, 94104.
Does the filing mention any unregistered sales of equity securities?
Yes, the filing explicitly lists 'Unregistered Sales of Equity Securities' as an item of information.
Filing Stats: 1,106 words · 4 min read · ~4 pages · Grade level 11.1 · Accepted 2025-11-19 13:36:55
Key Financial Figures
- $0.0001 — ch registered Common Stock, Par Value $0.0001 Per Share JAGX The Nasdaq Stock Mar
- $12 million — est in the original principal amount of $12 million (the "October 2020 Royalty Interest") w
- $750,000 — y Interests shall be the greater of (a) $750,000.00, and (b) the actual Royalty Payment
- $6,220,812.50 — ote in the original principal amount of $6,220,812.50 (as amended, the "Note") issued by Borr
Filing Documents
- jagx-20251117.htm (8-K) — 64KB
- jagx-ex4_1.htm (EX-4.1) — 48KB
- jagx-ex4_2.htm (EX-4.2) — 49KB
- jagx-ex4_3.htm (EX-4.3) — 49KB
- jagx-ex4_4.htm (EX-4.4) — 49KB
- jagx-ex10_1.htm (EX-10.1) — 71KB
- img239560353_0.jpg (GRAPHIC) — 3KB
- img240483874_0.jpg (GRAPHIC) — 3KB
- img241407395_0.jpg (GRAPHIC) — 3KB
- img242330916_0.jpg (GRAPHIC) — 3KB
- img242330916_1.jpg (GRAPHIC) — 3KB
- 0001193125-25-287650.txt ( ) — 493KB
- jagx-20251117.xsd (EX-101.SCH) — 24KB
- jagx-20251117_htm.xml (XML) — 5KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. Royalty Interest Global Amendments On November 17, 2025, Jaguar Health, Inc. (the "Company") entered into amendments (the "Royalty Interest Global Amendments No. 3") to (i) the royalty interest in the original principal amount of $12 million (the "October 2020 Royalty Interest") with Iliad Research and Trading, L.P. ("Iliad"), as amended, (ii) the royalty interest in the original principal amount of $12 million (the "December 2020 Royalty Interest") with Uptown Capital, LLC (f/k/a Irving Park Capital, LLC; "Uptown"), as amended, and (iii) the royalty interest in the original principal amount of $12 million (the "August 2022 Royalty Interest" and, together with the October 2020 Royalty Interest and the December 2020 Royalty Interest, the "Royalty Interests") with Streeterville Capital, LLC ("Streeterville" and, together with Iliad and Uptown, the "Investors"), pursuant to which, beginning on April 1, 2026, the monthly Royalty Payment under each of the Royalty Interests shall be the greater of (a) $750,000.00, and (b) the actual Royalty Payment amount the respective Investor is entitled to for such month pursuant to the terms of such Royalty Interest. The foregoing description of the Royalty Interest Global Amendments No. 3 does not purport to be complete and is qualified in its entirety by reference to the Royalty Interest Global Amendments No. 3, copies of which are filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference. Note Amendment On November 17, 2025, the Company and Napo Pharmaceuticals, Inc., the Company's wholly-owned subsidiary ("Napo" and together with the Company, the "Borrower"), entered into an amendment (the "Note Amendment No. 2") with Streeterville to the secured promissory note in the original principal amount of $6,220,812.50 (as amended, the "Note") issued by Borrower to Streeterville on January 19, 2021 pursuant to that certain Note Purchase
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 under the heading "Exchange Transaction" is hereby incorporated by reference into this Item 3.02 in its entirety. The Common Exchange Shares were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Global Amendment dated November 17, 2025, by and between Jaguar Health Inc. and Illiad Research and Trading, L.P. 4.2 Global Amendment dated November 17, 2025, by and between Jaguar Health Inc. and Uptown Capital, LLC 4.3 Global Amendment dated November 17, 2025, by and between Jaguar Health Inc. and Streeterville Capital, LLC 4.4 Note Amendment dated November 17, 2025, by and between Jaguar Health Inc. and Streerterville Capital, LLC 10.1 Exchange Agreement dated November 17, 2025, by and between Jaguar Health Inc. and Streeterville Capital, LLC 104 Cover Page Interactive Data File (embedded wihtin the inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Jaguar Health, Inc Date: November 19, 2025 By: /s/ Lisa A. Conte Lisa A. Conte President and Chief Executive Officer