Jaguar Health Inc.

09/25/2026 | Press release | Distributed by Public on 09/25/2026 04:00

Material Agreement, Private Placement, Termination of Material Agreement (Form 8-K)

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, on January 19, 2021, Jaguar Health, Inc. (the "Company") issued and sold to Streeterville Capital, LLC ("Streeterville") a secured promissory note in the original principal amount of $6,220,812.50 (as amended, the "2021 Note") pursuant to that certain Note Purchase Agreement between the same parties dated as of the even date.

On September 23, 2026, the Company entered into privately negotiated exchange agreements with Streeterville (collectively, the "2021 Note Exchange Agreements"), pursuant to which the Company issued an aggregate of 182,091 shares (the "2021 Note Exchange Shares") of the Company's common stock, par value $0.0001 (the "Common Stock") to Streeterville in exchange for a $1,678,320 reduction in the outstanding balance of the 2021 Note (the "2021 Note Exchange Transaction").

The 2021 Note Exchange Agreements include representations, warranties, and covenants customary for a transaction of this type.

The foregoing description of the 2021 Note Exchange Agreements does not purport to be complete and is qualified in its entirety by the 2021 Note Exchange Agreements, the form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 1.02

Termination of a Material Definitive Agreement.

As previously disclosed, on September 23, 2026, the Company entered into privately negotiated exchange agreements with Streeterville, pursuant to which the Company issued an aggregate of 547,898 shares of Common Stock to Streeterville in exchange for a $5,049,909.26 reduction in the outstanding balance of that certain secured promissory note in the original principal amount of $10,810,000 issued and sold by the Company to Streeterville on November 12, 2025 (as amended, the "2025 Note") (the "2025 Note Exchange Transaction"). Upon completion of the 2025 Note Exchange Transaction, the 2025 Note was fully paid and cancelled.

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 2021 Note Exchange Shares 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").

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