Jaguar Health, Inc. 8-K Filing

Key Financial Figures

• $0.0001 — ch registered Common Stock, Par Value $0.0001 Per Share JAGX The Nasdaq Stock Mar
• $0.001 — ull immediately at an exercise price of $0.001 per share, and may be exercised at any

Filing Documents

• jagx-20251212.htm (8-K) — 54KB
• 0001193125-25-317693.txt ( ) — 158KB
• jagx-20251212.xsd (EX-101.SCH) — 24KB
• jagx-20251212_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on June 27, 2025, Jaguar Health, Inc. (the "Company") sold and issued to Iliad Research and Trading, L.P. ("Iliad") an aggregate of 170 shares of Series M Perpetual Preferred Stock (the "Series M Preferred Stock") of the Company in a privately negotiated exchange transaction. On December 9, 2025, the Company entered into a privately negotiated exchange agreement with Iliad (the "First Exchange Agreement"), pursuant to which the Company issued (i) 400,000 shares (the "First Exchange Shares") of the Company's common stock, par value $0.0001 (the "Common Stock") and (ii) a pre-funded common stock purchase warrant to purchase 1,304,545 shares of Common Stock (the "First Pre-Funded Warrant") to Iliad in exchange for 75 shares of Series M Preferred Stock held by Iliad (the "First Exchange Transaction"). Upon completion of the First Exchange Transaction, such 75 shares of Series M Preferred Stock were cancelled and retired. On December 11, 2025, the Company entered into another privately negotiated exchange agreement with Iliad (the "Second Exchange Agreement" and together with the First Exchange Agreement, collectively the "Exchange Agreements"), pursuant to which the Company issued (i) 40,000 shares of Common Stock (the "Second Exchange Shares" and together with the First Exchange Shares, collectively the "Exchange Shares") and (ii) a pre-funded common stock purchase warrant to purchase 304,827 shares of Common Stock (the "Second Pre-Funded Warrant" and together with the First Pre-Funded Warrant, collectively the "Pre-Funded Warrants") to Iliad in exchange for 16 shares of Series M Preferred Stock held by Iliad (the "Second Exchange Transaction"). Upon completion of the Second Exchange Transaction, such 16 shares of Series M Preferred Stock were cancelled and retired. Each of the Exchange Agreements includes representations, warranties, and covenants customary for transactions of this

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The Exchange Shares and the Pre-Funded Warrants were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 First Pre-Funded Warrant, dated December 9, 2025. 4.2 Second Pre-Funded Warrant, dated December 11, 2025. 10.1 First Exchange Agreement, dated December 9, 2025, by and between Jaguar Health Inc. and Iliad Research and Trading, L.P. 10.2 Second Exchange Agreement, dated December 11, 2025, by and between Jaguar Health Inc. and Iliad Research and Trading, L.P. 104 Cover Page Interactive Data File (embedded with 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: December 12, 2025 By: /s/ Lisa A. Conte Lisa A. Conte President and CEO