aibioJaguar Health swaps note and preferred shares for common stock
Tickers JAGX
Jaguar Health exchanged a convertible note and Series Q preferred shares for common stock in September 2026, and issued 535,000 common shares plus a pre-funded warrant to acquire the Napo Therapeutics shares of a minority holder.
Key facts
- Company
- Jaguar Health, Inc. (NASDAQ: JAGX)
- News type
- Financings
- Primary source
- Jaguar Health, Inc. 8-K (2026-09-15)
Jaguar Health, Inc. (Nasdaq: JAGX) disclosed in a Form 8-K filed September 15, 2026, that it completed several privately negotiated transactions in September. The transactions issued common stock in exchange for a convertible note and for Series Q preferred stock, and they included a share purchase tied to the minority holding in Napo Therapeutics, S.p.A. The 8-K covers events dated September 11, 2026. The filing names no underwriter or placement agent for any of these transactions.
The note exchange with Lincoln
Under a Note Exchange and Warrant Purchase Agreement dated June 24, 2025, Jaguar issued a 6% convertible promissory note to Lincoln Alternative Strategies LLC (LAS). On September 11, 2026, the company entered into an exchange agreement with LAS and issued 557,377 shares of common stock in exchange for the outstanding balance of the note, which was $175,016.36 as of September 11, 2026. The note was surrendered and cancelled.
Series Q preferred exchanges with Streeterville
On May 19, 2026, Jaguar sold and issued 408 shares of its Series Q Perpetual Preferred Stock to Streeterville Capital, LLC in two privately negotiated exchange transactions. The company then made three further exchanges with Streeterville, each under its own agreement. On July 7, 2026, it issued 53,191 shares of common stock for 6 outstanding Series Q shares. On September 11, 2026, it issued 219,435 shares of common stock for 2.8 Series Q shares. On September 14, 2026, it issued 31,847 shares of common stock for 0.4 Series Q shares.
The company says the first and second exchanges together resulted in issuing more than 5% of its issued and outstanding common stock, as last reported in its quarterly report filed August 19, 2026. The three exchange agreements rely on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933.
The Napo Therapeutics share purchase
On September 12, 2026, Jaguar entered into a securities purchase agreement with a minority shareholder of Napo Therapeutics, an Italian company limited by shares. Napo Therapeutics is majority-owned by Napo Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Jaguar. Under the agreement, the company agreed to issue and sell 535,000 shares of common stock and a pre-funded warrant to purchase 2,077,255 shares of common stock. In return, the purchaser would surrender its Napo Therapeutics shares to Jaguar, which would extinguish its remaining interests in that company. The purchase closed on September 15, 2026.
The purchaser was an accredited investor, and the company relied on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The filing does not state any cash proceeds from either the share purchase or the exchanges.
Financial position and business
The company's annual figures show a net loss of $53.6 million for 2025, compared with $38.5 million for 2024. Cash from operations was negative $23.7 million in 2025 and negative $29.4 million in 2024. Year-end cash and cash equivalents were $968,000 for 2025, according to the quarterly report filed August 19, 2026, and cash and cash equivalents were $3.8 million at June 30, 2026.
Jaguar develops prescription drugs derived from plants for people with complicated gastrointestinal disease states. Napo and Napo Therapeutics focus on the global crofelemer program and on therapies for orphan and rare GI conditions.
What the exchanges cost shareholders
Every transaction here paid in stock, not cash. The note exchange alone issued 557,377 shares against a balance of $175,016.36, the Series Q exchanges issued 53,191, 219,435 and 31,847 shares in a single quarter, and the Napo Therapeutics buyout adds 535,000 shares plus a pre-funded warrant for 2,077,255 more. The company itself says the first two Streeterville exchanges together exceeded 5% of its outstanding common stock. The filing reports no cash raised, while the company used $23.7 million in operations in 2025 and held $3.8 million at June 30, 2026. It sets out no further transactions, and lists the pre-funded warrant as Exhibit 4.1 and five agreements as Exhibits 10.1 through 10.5.