UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| 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 25, 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 481,584 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 $3,400,000 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 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”).
| Item 8.01 | Other Events. |
As of September 25, 2026, the Company had approximately 1,945,542 shares of Common Stock issued and outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Form of the 2021 Note Exchange Agreement. | |
| 104 | Cover Page Interactive Data File | |
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.
| By: | /s/ Lisa A. Conte | |||||
| Name: | Lisa A. Conte | |||||
| Date: September 28, 2026 | Title: | President and Chief Executive Officer |