Material Agreement, Private Placement (Form 8-K)

PIPE Financing

On September 28, 2025, Jaguar Health, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Brown Stone Capital Limited (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the "Private Placement") (i) 161,583 shares ("Shares") of the Company's voting common stock, par value 0.0001 (the "Common Stock") and (ii) 479,442 pre-fundedwarrants (the "Pre-FundedWarrants") to purchase shares of Common Stock (the "Pre-FundedWarrant Shares" and together with the Shares and the Pre-FundedWarrants, the "Securities").

The purchase price of the Shares is $1.56 per share and the purchase price for the Pre-FundedWarrants is $1.56 minus $0.0001. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes and repayment of existing convertible notes. The Pre-FundedWarrants will be exercisable, in whole or in part, at any time after the closing of the Private Placement.

The Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. In addition, the Company agreed to file a registration statement on Form S-3with the U.S. Securities and Exchange Commission by October 9, 2025 to register the resale of the Shares and the Pre-FundedWarrant Shares.

The foregoing summary of the Pre-fundedWarrants and the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Pre-FundedWarrant and the Purchase Agreement, copies of which attached as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-Kand are incorporated herein by reference.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The Securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder. The offering was made to an "accredited investor" (as defined by Rule 501 under the Securities Act).