{"url_path":"/sec/jagx/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1585608/0001193125-26-231083-index.html","accession_number":"0001193125-26-231083","cik":"0001585608","ticker":"JAGX","issuer_name":"Jaguar Health, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1585608/0001193125-26-231083-index.html","primary_entity_key":"0001585608","primary_entity_name":"Jaguar Health, Inc."},"word_count":465,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nRoyalty Interest for Series Q Preferred Stock Exchange Transactions\n\nAs previously disclosed, on December 22, 2020, Jaguar Health, Inc. (the “Company”) sold to Uptown Capital, LLC(f/k/a Irving Park Capital, LLC) (“Uptown”) a royalty interest in the original principal amount of $12 million (as amended, the “December 2020 Royalty Interest”).\n\nOn May 19, 2026, the Company entered into a privately negotiated exchange agreement (the “Uptown Series Q Exchange Agreement”) with Uptown. Pursuant to the Uptown Series Q Exchange Agreement, the Company issued 500 shares of Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”) to Uptown in exchange for a $12,500,000 reduction in the outstanding balance of the December 2020 Royalty Interest.\n\nAlso as previously disclosed, on August 24, 2022, the Company sold to Streeterville Capital, LLC (“Streeterville”) a royalty interest in the original principal amount of $12 million (as amended, the “August 2022 Royalty Interest”).\n\nOn May 19, 2026, the Company entered into (i) a privately negotiated exchange agreement (the “First Streeterville Series Q Exchange Agreement”) with Streeterville, pursuant to which the Company issued 148 shares of Series Q Preferred Stock to Streeterville in exchange for a $3,700,000 reduction in the outstanding balance of the August 2022 Royalty Interest, and (ii) a privately negotiated exchange agreement (the “Second Streeterville Series Q Exchange Agreement”; together with the Uptown Series Q Exchange Agreement and the First Streeterville Series Q Exchange Agreement, collectively, the “CVP Exchange Agreements”) also with Streeterville, pursuant to which the Company issued 260 shares of Series Q Preferred Stock to Streeterville in exchange for an additional $6,500,000 reduction in the outstanding balance of the August 2022 Royalty Interest.\n\nSubject to the terms of the Series Q Preferred Stock, each share of Series Q Preferred Stock is exchangeable or redeemable for shares of Common Stock. The terms of the Series Q Preferred Stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series Q Perpetual Preferred Stock (the “Certificate of Designation”) filed with the Secretary of State of Delaware and effective on May 19, 2026.\n\nEach of the Uptown Series Q Exchange Agreement and the Streeterville Series Q Exchange Agreement includes representations, warranties, and covenants customary for a transaction of this type.\n\nThe foregoing summary of each of the Uptown Series Q Exchange Agreement, the First Streeterville Series Q Exchange Agreement and the Second Streeterville Series Q Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Uptown Series Q Exchange Agreement, the First Streeterville Series Q Exchange Agreement and the Second Streeterville Series Q Exchange Agreement, respectively, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference."}