Jaguar Health, Inc. 8-K

What Happened
Jaguar Health, Inc.’s wholly owned subsidiary Napo Pharmaceuticals, Inc. announced on January 12, 2026 that it entered a license agreement and a manufacturing/supply agreement with Woodward Specialty LLC (an affiliate of Future Pak, LLC) and Future Pak. Under the License Agreement Napo granted an exclusive, sublicensable, royalty-free U.S. license (with certain exceptions) to commercialize the Mytesi and Canalevia products. The deal includes an $18 million upfront payment ( $16M paid on the effective date and a $2M holdback payable on satisfaction of specified conditions within six months) plus up to $17 million in milestone payments. Napo will also supply finished product to the licensee under a separate Supply Agreement. Future Pak provides limited guarantees of the licensee’s payment obligations.

Key Details

• Effective date: January 12, 2026.
• Upfront consideration: $18 million total ( $16M paid on the Effective Date; $2M holdback payable if conditions met by 6‑month anniversary).
• Potential additional payments: up to $17 million in milestone payments tied to specified events.
• Buy‑Back Option: beginning the day after the 5th anniversary, if Napo obtains FDA approval for certain additional indications, Napo may unilaterally reacquire rights (subject to making a required buy‑back payment).
• Supply terms: Napo will manufacture and supply product for U.S. commercialization; licensee will purchase existing inventory and new product at agreed prices.
• Credit support: Future Pak provides limited guarantees of milestone and payment obligations.

Why It Matters
This transaction provides Jaguar/Napo with immediate cash ( $16M received) and potential near‑term cash if the $2M holdback conditions are met, plus up to $17M of contingent milestone payments. The Supply Agreement secures a manufacturing and revenue pathway tied to product sales. The buy‑back feature gives Napo a clear option to regain U.S. commercialization rights if it secures additional FDA approvals in the future. Investors should view this as a financing and commercialization arrangement that monetizes U.S. rights to Mytesi/Canalevia while preserving a path for Napo to reacquire those rights under specified conditions.

A press release announcing the transaction was furnished as Exhibit 99.1 to the 8‑K.