Jaguar Health agrees to sell shares and pre-funded warrants to Brown Stone at $1.56

Jaguar Health, Inc. (Nasdaq: JAGX) agreed on September 28, 2025 to sell common stock and pre-funded warrants to Brown Stone Capital Limited in a private placement, according to a Form 8-K filed October 1, 2025.

The placement

The securities purchase agreement covers 161,583 shares of voting common stock, par value $0.0001, and 479,442 pre-funded warrants to buy more shares. The shares are priced at $1.56 each. The pre-funded warrants are priced at $1.56 minus $0.0001. They can be exercised, in whole or in part, at any time after the closing. The filing does not state the total proceeds, the warrants' exercise price or a closing date.

Jaguar says it intends to use the proceeds for working capital and general corporate purposes and for repayment of existing convertible notes. It does not say which notes, how much it plans to repay or how the money will be split. The agreement includes representations, warranties and covenants customary for a transaction of this type.

Jaguar agreed to file a registration statement on Form S-3 with the Securities and Exchange Commission by October 9, 2025 to register the resale of the shares and of the shares underlying the pre-funded warrants. The securities were sold under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D, to what the filing calls an accredited investor. The filing names no placement agent, bank, financial advisor or counsel on either side.

The royalty exchange

A second 8-K describes a separate step. On September 30, 2025, Jaguar entered a privately negotiated exchange agreement with a holder of a royalty interest in the company. It issued 286,532 shares of common stock in exchange for a $600,000 reduction in the outstanding balance of that royalty interest. The shares were issued under the exemption in Section 3(a)(9) of the Securities Act. The filing does not name the holder or state the balance that remains. The form of exchange agreement was filed as Exhibit 10.6 to the company's quarterly report for the period ended June 30, 2019.

The company

Jaguar describes itself in its annual report filed March 31, 2025, as a commercial-stage pharmaceuticals company developing novel proprietary prescription medicines sustainably derived from plants from rainforest areas, for people and animals with gastrointestinal distress specifically associated with overactive bowel. Those symptoms include chronic debilitating diarrhea, urgency, bowel incontinence and cramping pain.

Its subsidiary Napo Pharmaceuticals, Inc. develops and commercializes human prescription pharmaceuticals for supportive care. Napo's crofelemer is FDA-approved under the brand name Mytesi for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Napo Therapeutics, S.p.A., an Italian corporation Jaguar established in Milan in 2021, is focused on expanding crofelemer access in Europe, specifically for orphan and rare diseases.

Magdalena Biosciences, a joint venture formed by Jaguar and Filament Health Corp. with funding from One Small Plant Capital LLC, is focused on developing medicines derived from plants for mental health indications. Jaguar also entered an exclusive 5-year in-license agreement with Venture Life Group PLC, a United Kingdom company, for Gelclair, a 510(k) cleared oral mucositis prescription product, for the U.S. market.

Jaguar was founded in San Francisco as a Delaware corporation on June 6, 2013. It was a majority-owned subsidiary of Napo until its initial public offering closed on May 18, 2015, and it was formed to develop products for companion animals. It completed a merger with Napo on July 31, 2017.

What the filings leave out

Neither 8-K gives Jaguar's cash balance, debt total or share count, so they do not show how large the new issuance is next to the existing stock or how long the money lasts.

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