Form 8-K

8-K — Jaguar Health, Inc.

Accession: 0001193125-26-232722

Filed: 2026-05-20

Period: 2026-05-20

CIK: 0001585608

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d143790d8k.htm (Primary)

EX-99.1 (d143790dex991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2026

Jaguar Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-36714

46-2956775

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 Pine Street

Suite 400

San Francisco, California

94104

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 371-8300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.0001 Per Share

JAGX

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 20, 2026, Jaguar Health, Inc. (the “Company”) issued a press release announcing the first quarter 2026 results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in any such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release, dated May 20, 2026

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

JAGUAR HEALTH, INC.

Date: May 20, 2026

By:

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer & President

EX-99.1

Filename: d143790dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Jaguar Health Reports First Quarter 2026 Financials

Net revenue increased 816% in Q1 2026 vs. Q1 2025, and increased 527% in Q1 2026 vs. Q4 2025, buoyed by license of U.S. commercial rights

for Mytesi® and Canalevia®-CA1

Company continues its focus on crofelemer development efforts for rare-disease intestinal failure indications; two crofelemer presentations

in pediatric intestinal failure patients with microvillus inclusion disease (MVID) and short bowel syndrome (SBS-IF) to be made at 58th Annual European

Society for Pediatric Gastroenterology, Hepatology & Nutrition (ESPGHAN) Meeting in June 2026

REMINDERS: Jaguar to host investor webcast Tuesday, May 26 at 8:30 a.m. Eastern regarding Q1 2026 financials and

company updates (click here to register); Jaguar CEO Lisa Conte to present virtually on Thursday, May 28 at 10 a.m. Eastern at Lytham Partners Spring 2026 Investor Conference (click here

to register)

SAN FRANCISCO, CA / May 20, 2026 / Jaguar Health, Inc. (NASDAQ: JAGX)

(“Jaguar” or the “Company”) today reported its consolidated first-quarter 2026 financial results.

2026 FIRST QUARTER COMPANY

FINANCIAL RESULTS:

•

License and Grant Revenue: Effective January 12, 2026, Jaguar entered a U.S. licensing agreement with

Woodward Specialty, LLC (“Woodward”), an affiliate of privately held Future Pak, LLC (“Future Pak”). Under the terms of the agreement, Future Pak is now the exclusive U.S. marketer for the Company’s Mytesi and Canalevia-CA1 products. License revenues for the $16 million initial payment, in addition to the $3.0 million payment for early termination of the Buy-Back Option

under this agreement, were recognized by the Company in the first quarter of 2026. Per the terms of the agreement, an additional $2 million is due to Jaguar upon completion of post-closing conditions. Additionally, the Company recognized

license fees of $42,500 in the first quarter of 2026 from a securities purchase agreement with a European partner, which was supported by a binding term sheet. Approximately $43,000 of license fees were consistently recognized in each of the

quarters of 2025 under this agreement. As of March 31, 2026, the total deferred revenue associated with this contract amounts to $510,000. Federal grant revenue recognized in the first quarter of 2026 for the clinical study related to the

treatment of chemotherapy-induced diarrhea (“CID”) in dogs was $25,000 and none in 2025.

•

Prescription Product Revenue, Net: The total net revenue for the Company’s prescription products

(Mytesi, Gelclair, and Canalevia-CA1) was approximately $1.2 million, of which approximately $174,000 stemmed from sales of Mytesi inventory in the first 11 days of the first quarter of 2026, with the

remaining bulk of the $1.2 million net revenue stemming from sales of Mytesi inventory to Future Pak later in the first quarter of 2026. In January 2026, Jaguar entered into a royalty-free license agreement with Future Pak. Under this

agreement, all revenues generated in the United States from Mytesi and Canalevia-CA1, effective from January 12, 2026, are directed to Future Pak. This decision aligns with Jaguar’s strategic focus

on advancing the development of its powder-for-oral-solution formulation of crofelemer for rare-disease indications related to intestinal failure in humans. This

represents a decrease of 62% compared to the fourth quarter of 2025, when total net revenue for prescription products was approximately $3.2 million. Additionally, prescription products net revenue decreased by 45% compared to the first quarter

of 2025, when total revenues amounted to approximately $2.2 million.

•

Neonorm™: Revenues for the non-prescription Neonorm products were minimal for the first quarters of 2026 and 2025.

Financial Highlights

Three Months Ending

March 31,

(in thousands, except per share amounts)

2026

2025

$ change

% change

License and grant revenue, net

19,068

19,025

44244

Product revenue, net

1,204

2,171

(967

)

-45

Total revenue, net

20,272

2,214

18,058

816

Income (loss) from operations

10,182

(9,421

)

19,602

208

Net loss attributable to common stockholders

(7,015

)

(10,464

)

3,449

Net loss per share, basic and diluted

(13.60

)

(584.45

)

571

•

Cost of Product Revenue: The total cost of product revenue increased by $0.64 million, from

$0.5 million for the quarter ended March 31, 2025 compared to about $1.2 million for the quarter ended March 31, 2026. The increase in cost was due to sales of inventory to Future Pak in the first quarter of 2026 under the

licensing and supply agreement.

•

Research and Development: The R&D expense increased by $0.2 million, from $3.7 million for

the quarter ended March 31, 2025 compared to $3.9 million for the quarter ended March 31, 2026, primarily due to progress of the development of crofelemer into a powder formulation, a process called lyophilization.

•

Sales and Marketing: The Sales and Marketing expense decreased by approximately $1.6 million, from

$2.5 million for the quarter ended March 31, 2025 to approximately $0.9 million for the quarter ended March 31, 2026. The decrease was due to the dissolution of the Jaguar/Napo Sales and Marketing Group as of January 12,

2026 following the licensing of Mytesi and Canalevia-CA1 to Future Pak.

•

General and Administrative: The G&A expense decreased by approximately $0.8 million, from

$4.9 million in the quarter ended December 31, 2025 to $4.1 million in the quarter ended March 31, 2026, largely due to an overall decrease in legal and compliance fees, public company expenses, stock-based compensation and

travel expenses.

•

Income from Operations: Income from operations increased $19.6 million, from a loss of

$9.4 million in the quarter ended March 31, 2025 to income of $10.2 million in the quarter ended March 31, 2026 largely from the license revenue recognized under the Future Pak agreement and decreased operating expenses.

•

Net Loss: Net loss attributable to common shareholders decreased by approximately $3.4 million, from

a loss of $10.5 million in the quarter ended March 31, 2025 to a loss of $7.1 million in the quarter ended March 31, 2026. In addition to the loss from operations:

•

Interest expense increased by $0.8 million, from $56,000 for the quarter ended March 31, 2025 to

approximately $0.7 million in the quarter ended March 31, 2026, due to interest expenses accrued on new notes.

•

The fair value of financial and hybrid instrument designation at Fair Value Option (“FVO”) decreased

by $1.0 million, from a loss of $1.3 million in the quarter ended March 31, 2025 to a loss of $0.3 million in the quarter ended March 31, 2026, primarily due to fair value adjustments in liability classified warrants and notes

payable designated at FVO.

•

Loss on extinguishment of debt was $0.6 million during the three months ended March 31, 2026 due to

significant modifications that qualified for extinguishment accounting, with none recorded in the same period in 2025.

•

Non-GAAP Recurring EBITDA:

Non-GAAP recurring EBITDA for the first quarters of 2026 and 2025 were a net loss of $6.4 million and $9.7 million, respectively.

Three Months Ending

March 31,

(in thousands)

2026

2025

$ change

% change

(unaudited)

Net loss attributable to common stockholders

(7,015

)

(10,464

)

3,449

Adjustments:

Interest expense

699

(56

)

755

1349

Property and equipment depreciation

)

-40

Amortization of intangible assets

463

)

Share-based compensation expense

155

301

(146

)

-48

Non-GAAP EBITDA

(5,688

)

(9,739

)

4,051

-42

Loss on extinguishment of debt

628

—

628

100

Non-GAAP Recurring EBITDA

(5,060

)

(9,739

)

4,679

Note Regarding Use of Non-GAAP Measures

The Company supplements its condensed consolidated financial statements presented on a GAAP basis by providing non-GAAP

EBITDA and non-GAAP recurring EBITDA, which are considered non-GAAP under applicable SEC rules. Jaguar believes that the disclosure items of these non-GAAP measures provide investors with additional information that reflects the basis upon which Company management assesses and operates the business. These non-GAAP

financial measures are not in accordance with GAAP and should not be viewed in isolation or as substitutes for GAAP net sales and GAAP net loss and are not substitutes for, or superior to, measures of financial performance in conformity with GAAP.

The Company defines non-GAAP EBITDA as net loss before interest expense and other expense, depreciation of

property and equipment, amortization of intangible assets, share-based compensation expense and provision for or benefit from income taxes. The Company defines non-GAAP Recurring EBITDA as non-GAAP EBITDA adjusted for certain non-recurring revenues and expenses. Company management believes that non-GAAP EBITDA and non-GAAP Recurring EBITDA are meaningful indicators of Jaguar’s performance and provide useful information to investors regarding the Company’s results of operations and financial condition.

About Crofelemer

Crofelemer is the only oral FDA-approved prescription drug under botanical guidance. It is plant-based, extracted and purified from the red bark sap of the Croton lechleri tree in the Amazon Rainforest. Napo Pharmaceuticals, a Jaguar

family company, has established a sustainable harvesting program, under fair trade practices, for crofelemer to ensure a high degree of quality, ecological integrity, and support for Indigenous communities.

About the Jaguar Health Family of Companies

Jaguar

Health, Inc. (“Jaguar”) develops novel proprietary prescription drugs sustainably derived from plants for people with complicated gastrointestinal (“GI”) disease states. Jaguar family companies Napo Pharmaceuticals, Inc. and

Napo Therapeutics S.p.A. focus on the development and commercialization of novel crofelemer powder for oral solution for the treatment of rare and orphan gastrointestinal disorders with intestinal failure, including microvillus inclusion disease and

short bowel syndrome. Magdalena Biosciences, a joint venture formed by Jaguar and Filament Health Corp. that emerged from Jaguar’s Entheogen Therapeutics Initiative (ETI), is focused on developing novel prescription medicines derived from

plants for mental health indications.

For more information about:

Jaguar Health, visit https://jaguar.health

Napo

Pharmaceuticals, visit napopharma.com

Napo Therapeutics, visit napotherapeutics.com

Magdalena Biosciences, visit magdalenabiosciences.com

About Mytesi®

Mytesi (crofelemer) is an antidiarrheal indicated for the symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS on antiretroviral

therapy (ART). Mytesi is not indicated for the treatment of infectious diarrhea. Rule out infectious etiologies of diarrhea before starting Mytesi. If infectious etiologies are not considered, there is a risk that patients with infectious etiologies

will not receive the appropriate therapy and their disease may worsen. In clinical studies, the most common adverse reactions occurring at a rate greater than placebo were upper respiratory tract infection (5.7%), bronchitis (3.9%), cough (3.5%),

flatulence (3.1%), and increased bilirubin (3.1%).

See full Prescribing Information at Mytesi.com. Crofelemer, the active ingredient in Mytesi, is

a botanical (plant-based) drug extracted and purified from the red bark sap of the medicinal Croton lechleri tree in the Amazon rainforest. Napo has established a sustainable harvesting program for crofelemer to ensure a high degree of

quality and ecological integrity.

About Gelclair®

INDICATIONS

GELCLAIR® has a mechanical action indicated for the management of pain and relief of pain by adhering to the mucosal surface of the mouth, soothing oral lesions of various etiologies, including oral

mucositis/stomatitis (may be caused by chemotherapy or radiation therapy), irritation due to oral surgery, traumatic ulcers caused by braces or ill-fitting dentures, or disease. Also, indicated for diffuse

aphthous ulcers.

IMPORTANT SAFETY INFORMATION

•

Do not use GELCLAIR if there is a known or suspected hypersensitivity to any of its ingredients.

•

No adverse effects have been reported in clinical trials, although postmarketing reports have included infrequent

complaints of burning sensation in the mouth.

•

If GELCLAIR is swallowed accidentally, no adverse effects are anticipated.

•

If no improvement is seen within 7 days, a physician should be consulted.

You are encouraged to report negative side effects of prescription medical products to the FDA. Visit www.fda.gov/safety/medwatch or call 1-855-273-0468.

Please see full

Prescribing Information at:

https://www.gelclairhcp.com/pdf/prescribing-information-instructions-for-use.pdf

Important Safety Information About Canalevia®-CA1

For oral use in dogs only. Not for use in humans. Keep Canalevia-CA1 (crofelemer delayed-release tablets) in a secure

location out of reach of children and other animals. Consult a physician in case of accidental ingestion by humans. Do not use in dogs that have a known hypersensitivity to crofelemer. Prior to using

Canalevia-CA1, rule out infectious etiologies of diarrhea. Canalevia-CA1 is a conditionally approved drug indicated for the treatment of chemotherapy-induced diarrhea in

dogs. The most common adverse reactions included decreased appetite, decreased activity, dehydration, abdominal pain, and vomiting.

Caution:

Federal law restricts this drug to use by or on the order of a licensed veterinarian. Use only as directed. It is a violation of Federal law to use this product other than as directed in the labeling. Conditionally approved by FDA

pending a full demonstration of effectiveness under application number 141-552.

See full Prescribing

Information at Canalevia.com.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements.” These include statements regarding Jaguar’s expectation

that it will hold an investor webcast on May 26, 2026, and Jaguar’s expectation that Jaguar management will present at the Lytham Partners Spring 2026 Investor Conference. In some cases, you can identify forward-looking statements by

terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,”

“contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this

release are only predictions. Jaguar has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements speak only as of the date of this release and are subject to

several risks, uncertainties, and assumptions, some of which cannot be predicted or quantified and some of which are beyond Jaguar’s control. Except as required by applicable law, Jaguar does not plan to publicly update or revise any

forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Source:

Jaguar Health, Inc.

Contact:

hello@jaguar.health

Jaguar-JAGX

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xbrli:booleanItemType

Balance Type:

Period Type:

duration