Form 8-K

8-K — Jaguar Health, Inc.

Accession: 0001193125-26-253506

Filed: 2026-06-02

Period: 2026-06-01

CIK: 0001585608

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d95782d8k.htm (Primary)

EX-10.1 (d95782dex101.htm)

EX-10.2 (d95782dex102.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d95782d8k.htm · Sequence: 1

8-K

false 0001585608 0001585608 2026-06-01 2026-06-01

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): June 1, 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 1.01

Entry into a Material Definitive Agreement.

Exchange Transactions

As previously disclosed, on May 19, 2026, Jaguar Health, Inc. (the “Company”) sold and issued to Streeterville Capital, LLC (“Streeterville”) an aggregate of 408 shares of Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”) in two privately negotiated exchange transactions.

On May 26, 2026, the Company entered into a privately negotiated exchange agreement with Streeterville (the “First Exchange Agreement”), pursuant to which the Company issued 31,958 shares (the “First Exchange Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”) to Streeterville in exchange for an aggregate of 3.72 outstanding shares of Series Q Preferred Stock held by Streeterville (the “First Exchanged Preferred Shares”). Upon completion of such exchange, the First Exchanged Preferred Shares were cancelled and retired.

On June 1, 2026, the Company entered into another privately negotiated exchange agreement with Streeterville (the “Second Exchange Agreement”), pursuant to which the Company issued 32,710 shares (the “Second Exchange Shares”) of Common Stock to Streeterville in exchange for an aggregate of 4.2 outstanding shares of Series Q Preferred Stock held by Streeterville (the “Second Exchanged Preferred Shares”). Upon completion of such exchange, the Second Exchanged Preferred Shares were cancelled and retired.

Both the First Exchange Agreement and the Second Exchange Agreement (collectively, the “Exchange Agreements”) include representations, warranties, and covenants customary for a transaction of this type.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in their entirety by the Exchange Agreements, copies of which are filed herewith as Exhibits 10.1 and 10.2 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 First Exchange Shares and Second 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.

On June 2, 2026, the Company reconvened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) that was adjourned on May 22, 2026. At the Annual Meeting, the Company announced that since it filed on May 29, 2026 a supplement (the “Supplement”) to the definitive proxy statement of the Annual Meeting on Schedule 14A, originally filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (as amended and supplemented, the “Proxy Statement”), to provide additional information to the stockholders regarding certain proposals in the Proxy Statement, the Company decided to further adjourn the Annual Meeting until Monday, June 8, 2026 at 8:30 a.m. Pacific Time to ensure that the stockholders have sufficient time to review and consider such additional information before voting. At that time, the Annual Meeting will be reconvened at the Company’s offices at 200 Pine Street, Suite 400, San Francisco, CA 94104.

The record date for the Annual Meeting remains April 15, 2026. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.

The Company strongly encourages all of its stockholders to read the Company’s Proxy Statement, the Supplement, and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Streeterville Exchange Agreement, dated May 26, 2026

10.2

Streeterville Exchange Agreement, dated June 1, 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: June 2, 2026

By:

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer & President

EX-10.1

Filename: d95782dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of May 26, 2026 (the “Effective

Date”) by and between Streeterville Capital, LLC, a Utah limited liablity company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement

without definition shall have the meanings given to them in the Royalty Interest (as defined below).

A. Company previously sold and

issued to Investor that certain Royalty Interest dated August 24, 2022 (the “Royalty Interest”) pursuant to that certain Royalty Interest Purchase Agreement dated August 24, 2022 (the “Purchase

Agreement,” and together with the Royalty Interest and all other documents entered into in conjunction therewith, the “Transaction Documents”).

B. Effective on May 19, 2026, Borrower and Lender entered into that certain Exchange Agreement wherein Borrower and Lender exchanged a

portion of the Royalty Interest for 408 shares of Borrower’s Series Q Perpetual Preferred Stock, par value $0.0001 (the “Series Q Preferred Stock”).

C. Subject to the terms of this Agreement, Borrower and Lender now desire to exchange (such exchange is referred to as the “Preferred

Exchange”) 3.72 shares of Series Q Preferred Stock (such number of Series Q Preferred Stock is referred to as the “Exchanged Preferred Shares”) for 31,958 shares of the Company’s Common Stock, par value $0.0001

(the “Common Stock”, and such 31,958 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.

D. The Preferred Exchange will consist of Lender surrendering the Exchanged Preferred Shares in exchange for the Exchange Shares, which will

be issued free of any restrictive securities legend.

E. Other than the surrender of the Exchanged Preferred Shares, no consideration of

any kind whatsoever shall be given by Lender to Borrower in connection with this Agreement.

F. Lender and Borrower now desire to exchange

the Exchanged Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.

NOW, THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals and

Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

2. Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the

Exchange Shares shall be delivered to Lender on or before May 28, 2026 and the Preferred Exchange shall occur with Lender surrendering the Exchanged Preferred Shares to Borrower on the Free Trading Date (as defined below). On the Free Trading

Date, the Exchanged Preferred Shares shall be cancelled and all obligations of Borrower under the Exchanged Preferred Shares shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated

brokerage account. Borrower agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date on which all Exchange Shares become Free Trading, the

“Free Trading Date”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender’s

brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’s account for the benefit

of Lender.

3. Closing. The closing of the transaction contemplated hereby (the “Closing”) along with the

delivery of the Exchange Shares to Lender shall occur on the date that is mutually agreed to by Borrower and Lender by means of the exchange by express courier and email of .pdf documents, but shall be deemed to have occurred at the offices of

Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

4. Holding Period, Tacking and Legal Opinion. Borrower represents, warrants and

agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchanged Preferred Shares and the Exchange Shares will include

Lender’s holding period of the Royalty Interest from August 24, 2022. Borrower agrees not to take a position contrary to this Section 4 in any document, statement, setting, or situation. Borrower agrees to take all action necessary

to issue the Exchange Shares without restriction, and not containing any restrictive legend without the need for any action by Lender; provided that the applicable holding period has been met. In furtherance thereof, prior to the Closing, counsel to

Lender may, in its sole discretion, provide an opinion that: (a) the Exchange Shares may be resold pursuant to Rule 144 without volume or manner-of-sale

restrictions; and (b) the transactions contemplated hereby and all other documents associated with this transaction comport with the requirements of Section 3(a)(9) of the Securities Act. Borrower represents that it is not subject to Rule

144(i). The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Exchanged Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Exchanged Preferred

Shares. Borrower acknowledges and understands that the representations and agreements of Borrower in this Section 4 are a material inducement to Lender’s decision to consummate the transactions contemplated herein.

5. Borrower’s Representations, Warranties and Agreements. In order to induce Lender to enter into this Agreement, Borrower, for

itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower has full power and authority to enter into this Agreement and to incur and perform all obligations and

covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of

this Agreement or the performance of any of the

obligations of Borrower hereunder, (c) no Event of Default has occurred under the Royalty Interest or Series Q Preferred Stock and any Events of Default that may have occurred thereunder

have not been, and are not hereby, waived by Lender, (d) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify or otherwise affect Borrower’s obligations under the Royalty Interest or Series Q

Preferred Stock, (e) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares are validly issued, fully paid and non-assessable, free and clear of

all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, (f) Borrower has not received any consideration in any form whatsoever for entering into this

Agreement, other than the surrender of the Exchanged Preferred Shares, and (g) Borrower has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar

payment by Borrower related to this Agreement.

6. Lender’s Representations, Warranties and Agreements. In order to induce

Borrower to enter into this Agreement, Lender, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender has full power and authority to enter into this Agreement and

to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is

required as a condition to the validity of this Agreement or the performance of any of the obligations of Lender hereunder, (c) Lender has taken no action which would give rise to any claim by any person for a brokerage commission, placement

agent or finder’s fee or other similar payment by Borrower related to this Agreement, (d) Lender is not currently an affiliate of the Borrower and has not been an affiliate of the Borrower for the prior three months, and (e) Lender,

together with its affiliates, does not, and will not following the receipt of the Exchange Shares, beneficially own more than 9.99% of the number of shares of Common Stock outstanding on the Effective Date. For purposes of Section 6(e),

beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.

7. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the

construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or

any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by

this reference. The parties agree that the Arbitration Provisions shall apply to any dispute that may arise between Borrower and Lender under this Agreement. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,

A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

8. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed

the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall

constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission

(including email) shall be deemed to be their original signatures for all purposes.

9. Attorneys’ Fees. In the event of any arbitration or action at law or in

equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full

amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the

fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.

10. No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity

holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Transaction Documents and, in

making its decision to enter into the transactions contemplated by this Agreement, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or

representatives other than as set forth in this Agreement.

11. Severability. If any part of this Agreement is construed to be in

violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

12. Entire Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes

all other prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire

understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such

matters.

13. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No

provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.

14.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be

performed by Lender hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Borrower may not assign this Agreement or any of its obligations herein without the prior written consent of Lender.

15. Continuing Enforceability; Conflict Between Documents. Except as otherwise

modified by this Agreement, the Royalty Interest, Series Q Preferred Stock, and each of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions. This Agreement

shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Royalty Interest, Series Q Preferred Stock, or any

other Transaction Document, on the other hand, the terms of this Agreement shall prevail.

16. Time of Essence. Time is of the

essence with respect to each and every provision of this Agreement.

17. Notices. Unless otherwise specifically provided for

herein, all notices, demands or requests required or permitted under this Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.

18. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall

execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions

contemplated hereby.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set

forth above.

COMPANY:

JAGUAR HEALTH, INC.

By:

/s/ Lisa A. Conte

Name: Lisa A. Conte

Title: President & CEO

LENDER:

STREETERVILLE CAPITAL, LLC

By:

/s/ John M. Fife

John M. Fife, President

[Signature Page to

Exchange Agreement]

EX-10.2

Filename: d95782dex102.htm · Sequence: 3

EX-10.2

Exhibit 10.2

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of June 1, 2026 (the “Effective

without definition shall have the meanings given to them in the Royalty Interest (as defined below).

A. Company previously sold and

issued to Investor that certain Royalty Interest dated August 24, 2022 (the “Royalty Interest”) pursuant to that certain Royalty Interest Purchase Agreement dated August 24, 2022 (the “Purchase

Agreement,” and together with the Royalty Interest and all other documents entered into in conjunction therewith, the “Transaction Documents”).

B. Effective on May 19, 2026, Borrower and Lender entered into that certain Exchange Agreement wherein Borrower and Lender exchanged a

portion of the Royalty Interest for 408 shares of Borrower’s Series Q Perpetual Preferred Stock, par value $0.0001 (the “Series Q Preferred Stock”).

C. Subject to the terms of this Agreement, Borrower and Lender now desire to exchange (such exchange is referred to as the “Preferred

Exchange”) 4.2 shares of Series Q Preferred Stock (such number of Series Q Preferred Stock is referred to as the “Exchanged Preferred Shares”) for 32,710 shares of the Company’s Common Stock, par value $0.0001 (the

“Common Stock”, and such 32,710 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.

D. The Preferred Exchange will consist of Lender surrendering the Exchanged Preferred Shares in exchange for the Exchange Shares, which will

be issued free of any restrictive securities legend.

E. Other than the surrender of the Exchanged Preferred Shares, no consideration of

any kind whatsoever shall be given by Lender to Borrower in connection with this Agreement.

F. Lender and Borrower now desire to exchange

the Exchanged Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.

NOW, THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals and

2. Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the

Exchange Shares shall be delivered to Lender on or before June 3, 2026 and the Preferred Exchange shall occur with Lender surrendering the Exchanged Preferred Shares to Borrower on the Free Trading Date (as defined below). On the Free Trading