Jaguar Health Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Royalty Interest Global Amendments
On March 6, 2026, Jaguar Health, Inc. (the “Company”) entered into an amendment (the “Uptown 2020 Royalty Interest Global Amendment No. 4”) to the royalty interest in the original principal amount of $12 million, as amended (the “Uptown 2020 Royalty Interest”) with Uptown Capital, LLC (f/k/a Irving Park Capital, LLC; “Uptown”), as amended, pursuant to which, (i) the starting date for the Company to make the monthly Royalty Payment under the Uptown 2020 Royalty Interest would be postponed from April 1, 2026 to July 1, 2026, and (ii) the Royalty Repayment Amount (as defined in the Uptown 2020 Royalty Interest) would be reduced by ten percent. Immediately following completion of such reduction, the Royalty Repayment Amount would become $11,125,282.54.
On March 6, 2026, the Company also entered into an amendment (the “Streeterville 2022 Royalty Interest Global Amendment No. 4”) to the royalty interest in the original principal amount of $12 million, as amended (the “Streeterville 2022 Royalty Interest”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which, (i) the starting date for the Company to make the monthly Royalty Payment under the Streeterville 2022 Royalty Interest would be postponed from April 1, 2026 to July 1, 2026, and (ii) the Royalty Repayment Amount (as defined in the Streeterville 2022 Royalty Interest) would be reduced by ten percent. Immediately following completion of such reduction, the Royalty Repayment Amount would become $12,428,782.20.
The foregoing descriptions of the Uptown 2020 Royalty Interest Global Amendment No. 4 and Streeterville 2022 Royalty Interest Global Amendment No. 4 do not purport to be complete and are qualified in their respective entirety by reference to the Uptown 2020 Royalty Interest Global Amendment No. 4 and Streeterville 2022 Royalty Interest Global Amendment No. 4, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
Note Amendments
On March 6, 2026, the Company and Napo Pharmaceuticals, Inc., the Company’s wholly-owned subsidiary (“Napo” and together with the Company, the “Borrower”), entered into an amendment (the “2021 Note Amendment No. 3”) with Streeterville to the secured promissory note in the original principal amount of $6,220,812.50 (as amended, the “2021 Note”) issued by Borrower to Streeterville on January 19, 2021 pursuant to that certain Note Purchase Agreement among the same parties dated as of the even date. Pursuant to the 2021 Note Amendment No. 3, (i) the maturity date of the 2021 Note is extended to July 1, 2026, and (ii) the Outstanding Balance (as defined in the 2021 Note) would be reduced by ten percent. Immediately following completion of such reduction, the Outstanding Balance would become $6,596,304.11.
On March 6, 2026, the Company also entered into an amendment (the “2025 Note Amendment”) with Streeterville to the secured promissory note in the original principal amount of $10,810,000.00 (the “2025 Note”) issued by the Company to Streeterville on November 12, 2025 pursuant to that certain Note Purchase Agreement among the same parties dated as of the even date. Pursuant to the 2025 Note Amendment, (i) the maturity date of the 2025 Note is extended to March 12, 2029, and (ii) immediately following the execution of the 2025 Note Amendment, the Outstanding Balance (as defined in the 2025 Note) would be $7,048,021.86.
The foregoing descriptions of the 2021 Note Amendment No. 3 and the 2025 Note Amendment do not purport to be complete and are qualified in their respective entirety by reference to the 2021 Note Amendment No. 3 and 2025 Note Amendment, copies of which are filed herewith as Exhibits 4.3 and 4.4, respectively, and incorporated herein by reference.
Security Agreement
On March 6, 2026, Napo entered into a security agreement (the “Security Agreement”) with Streeterville, pursuant to which, Napo agreed grant to Streeterville a security interest in the Lechlemer Collateral and the TDPRV Collateral (both as defined in the Security Agreement) to secure the Company’s obligations under the 2025 Note.
The foregoing description of the Security Agreement does not purport to be complete and is qualified in its entirety by the Security Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Warrant Termination Agreement
On March 6, 2026, the Company entered into a warrant termination agreement (the “Warrant Termination Agreement”) with Uptown, Streeterville, and Iliad Research and Trading, L.P. (“Iliad”; and together with Uptown and Streeterville, collectively the “Investors”), pursuant to which, warrants exercisable into an aggregate of 48,211 shares of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”) previously issued by the Company to the Investors would be terminated.
The foregoing description of the Warrant Termination Agreement does not purport to be complete and is qualified in its entirety by the Warrant Termination Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement |
The information contained above in Item 1.01 under the heading “Warrant Termination Agreement” is hereby incorporated by reference into this Item 1.02 in its entirety.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained above in Item 1.01 under the headings “Royalty Interest Global Amendments” and “Note Amendments” is hereby incorporated by reference into this Item 2.03 in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: March 9, 2026 | By: | /s/ Lisa A. Conte | ||||
| Lisa A. Conte President and Chief Executive Officer | ||||||