{"url_path":"/sec/jagx/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1585608/0001193125-26-232560-index.html","accession_number":"0001193125-26-232560","cik":"0001585608","ticker":"JAGX","issuer_name":"Jaguar Health, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1585608/0001193125-26-232560-index.html","primary_entity_key":"0001585608","primary_entity_name":"Jaguar Health, Inc."},"word_count":560,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\nSecurities Purchase Agreements and Promissory Notes\n\nOn January 6, 2026, the Company entered into securities purchase agreements with two accredited investors for the issuance of unsecured promissory notes in the aggregate principal amount of $350,000. The transaction closed on the same day. The notes bore interest at a rate of 6% per annum and would mature one month from the date of issuance. The Company had the right to prepay any outstanding amount under the notes without penalty or premium. During the three months ended March 31, 2026, the Company subsequently paid the unsecured promissory notes in full.\n\nAs an inducement for the investors to enter into the agreements, the Company issued warrants to purchase an aggregate of 10,000 shares of the Company’s common stock at an initial exercise price of $35.00 per share. The warrants are exercisable immediately and expire upon the earlier of five years from issuance, the consummation of a fundamental transaction, or a liquidation event.\n\n \n\n78\n\n[Table of Contents](#toc_page)\n\n \n\nRoyalty and Preferred Stock Exchange Transactions\n\nOn January 16, 2026, the Company entered into a series of privately negotiated exchange agreements with Iliad and Streeterville to reduce outstanding debt and retire certain classes of preferred stock. Pursuant to the exchange agreements, the Company issued six separate pre-funded common stock purchase warrants exercisable for an aggregate of 336,465 shares of common stock at an exercise price of $0.035 per share.\n\nThe transactions are summarized as follows:\n\n•\nThe Company issued the First and Second Pre-Funded Warrants to purchase 44,396 and 31,767 shares, respectively, in exchange for a combined reduction of $2.0 million in the outstanding balances of the October 2020 and August 2022 Royalty Interests.\n\n•\nThe Company issued the Third and Fourth Pre-Funded Warrants to purchase 20,555 and 92,855 shares, respectively, in exchange for the cancellation and retirement of all 121.3822 outstanding shares of Series L Perpetual Preferred Stock held by Iliad and Streeterville.\n\n•\nThe Company issued the Fifth and Sixth Pre-Funded Warrants to purchase 82,014 and 64,879 shares, respectively, in exchange for the cancellation and retirement of 157.22 shares of Series M Perpetual Preferred Stock held by Iliad and Streeterville.\n\nThe Pre-Funded Warrants are exercisable immediately and provide that the number of shares that may be exercised shall be limited to ensure that the number of shares of common stock beneficially owned by the holder, together with its affiliates and certain related parties, does not exceed 9.99% of the total number of shares of common stock then issued and outstanding.\n\nUptown Common Stock Exchange Agreements\n\nOn May 14, 2026, the Company entered into a privately negotiated exchange agreement with Uptown, pursuant to which the Company issued 28,660 shares of common stock to Uptown in exchange for a $91,000 reduction in the outstanding balance of the Company's December 2020 Royalty Interest.\n\nThe offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 3(a)(9) or Section 4(a)(2) of the Securities Act, Regulation D or Regulation S promulgated thereunder.\n\nOther than equity securities issued in transactions disclosed above and on our Current Reports on Form 8-K filed with the SEC on January 23, 2026, and on Form 8-K/A on January 12, 2026, there were no unregistered sales of equity securities during the period."}