UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 14, 2025, Jaguar Health, Inc. (the “Company”) entered into an amendment (the “Sixth ATM Amendment”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and Lucid Capital Markets, LLC (“Lucid” and, together with Ladenburg, the “Managers”) to that certain At the Market Offering Agreement, dated December 10, 2021 between the Company and Ladenburg (as amended by those certain amendments on February 2, 2022, May 23, 2024, July 17, 2024, November 13, 2024, February 4, 2025, and by the Sixth ATM Amendment, the “Agreement”). Pursuant to the Sixth ATM Amendment, the term during which Lucid shall continue to serve as a Manager under the Agreement shall be extended retrospectively from June 30, 2025 to December 31, 2025, unless further extended by the parties to the Agreement. If not otherwise amended or extended, then after December 31, 2025 Ladenburg will be the sole Manager, and Lucid shall no longer be a Manager, under the Agreement.
Also on August 14, 2025, the Company filed a supplement with the Securities and Exchange Commission to the Company’s prospectus supplement dated May 23, 2024 and the accompanying prospectus, dated May 1, 2024 relating to the Sixth ATM Amendment.
The foregoing description of the Sixth ATM Amendment is not complete and is qualified in its entirety by reference to the full text of Sixth ATM Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 10.1 | Sixth ATM Amendment, dated August 14, 2025, to ATM Agreement by and among Jaguar Health, Inc., Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC. | |
| 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: August 14, 2025 | By: | /s/ Lisa A. Conte | ||||
| Lisa A. Conte President and Chief Executive Officer | ||||||