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Jaguar Health, Inc. (NASDAQ: JAGX) received SEC notice that its Form S-3 shelf registration statement (File No. 333-288202) became effective on June 27, 2025 at 4:00 p.m. ET. The effectiveness allows the company to register and potentially issue securities in the future without additional SEC review, streamlining capital-raising activities. No financial terms, transaction details, or earnings information were disclosed in the notice.

Jaguar Health, Inc. (Nasdaq: JAGX) has filed a Rule 424(b)(3) resale prospectus covering 507,390 shares of common stock that may be issued upon exercise of recently issued private-placement warrants. The registration allows the selling stockholders to freely resell: (i) 492,612 shares underlying common warrants priced at $5.84 per share and (ii) 14,778 shares underlying placement-agent warrants priced at $7.6125 per share. All warrants are immediately exercisable and expire on the earlier of (a) 24 months from the May 22 2025 issuance date, (b) a fundamental transaction, or (c) a liquidation event.

The company will receive no proceeds from secondary sales, but would collect up to roughly $3 million in gross proceeds if all warrants are exercised for cash. At the June 26 2025 closing price of $2.71, the warrants are out of the money, making near-term exercise unlikely and limiting immediate cash inflow. Nevertheless, the filing removes resale restrictions and may create an overhang on the stock once prices approach the exercise levels.

Investors should weigh the potential dilution of approximately 507 k shares against the modest, conditional capital infusion and review the company鈥檚 previously disclosed risk factors for additional context.

Jaguar Health has filed a prospectus supplement (No. 5) to amend its At-The-Market (ATM) offering program. The key updates include:

Key Details:

• Maximum offering reduced to $3,378,239 worth of common stock shares
• Current stock price: $2.71 per share (as of June 26, 2025)
• Trading symbol: JAGX on Nasdaq
• Non-affiliate market value: approximately $19.0 million (1,463,644 shares at $12.98)

The company has become subject to Form S-3's General Instruction I.B.6 limitations as of March 31, 2025. They have already sold approximately $2.95 million worth of shares in the prior 12-month period. The ATM program is being conducted through Ladenburg Thalmann & Co. and Lucid Capital Markets as sales agents, with all other terms remaining unchanged from the original agreement.

Form 4 Filing: Insider Trading Activity for Jaguar Health (JAGX) reports significant changes in derivative securities holdings by Director Jonathan B. Siegel through JBS Healthcare Ventures LLC on June 24, 2025.

Key transactions include:

• Disposition of original 6% convertible promissory note (9,000 shares at $5.555 conversion price, maturing 6/30/2025)
• Acquisition of new 6% convertible promissory note (9,462 shares at $5.555 conversion price, maturing 1/30/2026)
• Receipt of warrant to purchase 18,262 common shares at $2.70 exercise price, expiring 12/24/2026

The exchange was part of an issuer exchange offer, with the warrant serving as an inducement. The warrant becomes exercisable upon stockholder approval. All securities are held indirectly through JBS Healthcare Ventures LLC, where Siegel serves as sole member.

Form 4 snapshot: Jaguar Health, Inc. (JAGX) director John Micek reported a series of related transactions dated 06/24/2025 that modify his derivative exposure to company equity.

Key transactions

• Exchange of 6% Convertible Note: Micek disposed of the original 6% note maturing 06/30/2025 that was convertible into 9,000 common shares. In its place he acquired a new 6% promissory note maturing 01/30/2026, convertible at the holder鈥檚 option into 9,462 common shares at a conversion price of $5.555 per share.
• Inducement warrant: As consideration for the exchange, he received a warrant to purchase up to 18,262 common shares at an exercise price of $2.70. The warrant becomes exercisable once shareholder approval is obtained and will lapse on the earliest of (i) 18 months after issuance, (ii) the completion of a fundamental transaction, or (iii) a liquidation event.

Post-transaction holdings (derivatives only)

• Convertible Note (new): 9,462 underlying shares
• Warrant: 9,000 derivative securities beneficially owned (table value) with an aggregate right to purchase 18,262 shares

Implications for investors

• The new note extends the debt maturity by seven months, modestly improving Jaguar鈥檚 near-term cash-flow pressure.
• The combined instruments create potential dilution of up to 27,724 additional shares (9,462 from conversion + 18,262 from warrant) once fully exercised/converted.
• The warrant strike price ($2.70) is significantly below the note conversion price ($5.555), suggesting a higher likelihood of exercise if market price exceeds $2.70 post-approval.

Director James J. Bochnowski of Jaguar Health (JAGX) reported significant changes in derivative securities holdings on June 24, 2025. The transactions involved the restructuring of convertible debt and issuance of new warrants:

• Disposed of an existing 6% convertible promissory note (27,002 shares at $5.555 conversion price) maturing June 30, 2025
• Acquired a new 6% convertible promissory note (28,388 shares at $5.555 conversion price) maturing January 30, 2026
• Received a warrant to purchase 54,786 shares at $2.70 per share, exercisable upon stockholder approval and expiring December 24, 2026

All securities are held indirectly through the Bochnowski Family Trust, where Mr. Bochnowski serves as co-trustee with shared voting and investment control. The exchange was part of an issuer exchange offer, effectively extending the debt maturity by 7 months while providing additional warrant coverage as an inducement.

Steven R. King, Chief of Sustainable Supply, Ethnobotanical Research and IP and Secretary of Jaguar Health (JAGX), reported significant changes in derivative securities holdings on June 24, 2025:

• Disposed of an existing 6% convertible promissory note (Original Note) maturing 6/30/2025
• Acquired a new 6% convertible promissory note (New Note) maturing 1/30/2026, convertible to 3,785 shares at $5.555 per share
• Received a warrant as inducement for the exchange, allowing purchase of 7,304 shares at $2.70 per share

The warrant becomes exercisable upon stockholder approval and expires in 18 months (12/24/2026) or earlier upon fundamental transaction/liquidation events. This exchange effectively extends the maturity of King's convertible note position while providing additional equity exposure through the warrant.

Jaguar Health's Chief Scientific Officer Pravin R. Chaturvedi reported significant changes in derivative securities holdings on June 24, 2025. The transactions involved restructuring of convertible debt and issuance of new warrants:

• Disposed of original 6% convertible promissory note (3,600 shares at $5.555 conversion price) maturing June 30, 2025
• Acquired new 6% convertible promissory note (3,785 shares at $5.555 conversion price) maturing January 30, 2026
• Received warrant to purchase 7,304 shares at $2.70 exercise price as inducement for exchange

The warrant is exercisable upon stockholder approval and expires the earlier of: 18 months from issuance, fundamental transaction completion, or liquidation event. Both notes have principal value of $20,000. This exchange effectively extends the debt maturity while providing additional equity upside through warrants.

Jonathan S. Wolin, Chief of Staff, Chief Compliance Officer and General Counsel of Jaguar Health (JAGX), reported significant changes in derivative securities holdings on June 24, 2025:

• Disposed of an existing 6% convertible promissory note due 6/30/2025 (Original Note) in exchange for a new note through an issuer exchange offer
• Received a new 6% convertible promissory note maturing 1/30/2026, convertible into 9,462 shares of common stock at $5.555 per share
• As inducement, received a warrant to purchase 18,262 shares at $2.70 per share, exercisable upon stockholder approval and expiring after 18 months

This transaction represents a restructuring of the executive's convertible debt holdings, extending the maturity date by 7 months and providing additional equity exposure through warrants. The new note's conversion terms and warrant structure suggest potential upside participation in the company's future performance.