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. |
PIPE Financing
On September 28, 2025, Jaguar Health, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Brown Stone Capital Limited (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) (i) 161,583 shares (“Shares”) of the Company’s voting common stock, par value 0.0001 (the “Common Stock”) and (ii) 479,442 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares” and together with the Shares and the Pre-Funded Warrants, the “Securities”).
The purchase price of the Shares is $1.56 per share and the purchase price for the Pre-Funded Warrants is $1.56 minus $0.0001. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes and repayment of existing convertible notes. The Pre-Funded Warrants will be exercisable, in whole or in part, at any time after the closing of the Private Placement.
The Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. In addition, the Company agreed to file a registration statement on Form S-3 with the U.S. Securities and Exchange Commission by October 9, 2025 to register the resale of the Shares and the Pre-Funded Warrant Shares.
The foregoing summary of the Pre-funded Warrants and the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Pre-Funded Warrant and the Purchase Agreement, copies of which attached as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are 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 Securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offering was made to an “accredited investor” (as defined by Rule 501 under the Securities Act).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Pre-Funded Warrant, dated September 28, 2025, by and between Jaguar Health, Inc. and Brown Stone Capital Limited | |
| 10.1 | Securities Purchase Agreement, dated September 28, 2025, by and between Jaguar Health, Inc. and Brown Stone Capital Limited | |
| 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: October 1, 2025 | By: | /s/ Lisa A. Conte | ||||
| Lisa A. Conte | ||||||
| Chief Executive Officer & President | ||||||